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REGISTERED NUMBER: SC139487 (Scotland)















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

R & K DRYSDALE LIMITED

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


R & K DRYSDALE LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







DIRECTORS: C S Keenan
G T Milne





REGISTERED OFFICE: Old Cambus Quarry
Cockburnspath
Berwickshire
TD135YS





REGISTERED NUMBER: SC139487 (Scotland)





AUDITORS: Sedulo Audit Limited
Statutory Auditors
5th Floor, Walker House
Exchange Flags
Liverpool
L2 3YL

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022


The directors present their strategic report for the year ended 31 December 2022.

REVIEW OF BUSINESS

The business has traded under turbulent conditions during 2022. The most significant factors being the impact of the war in Ukraine, inflation, a summer heatwave and pest infestation in the sprout crop.

The war in Ukraine resulted in immediate increases in the cost of fertilisers, agrochemicals, and diesel fuel. These factors significantly increased the cost of cultivating the crops to be sold in 2022/23 as well as increasing the operating costs of the company including transport, packaging, electricity and labor.

Early 2022 proved to be very good in terms of good field yields from our crops cultivated in 2021 which resulted in us holding additional crops at the end of the harvest season. Utilising our storage facility on site to its near full capacity and extending supply of the UK crop season. However, clement weather during the first quarter of the year meant sales of traditional winter vegetables were lower than anticipated, resulting in stock write offs.

The second and third quarters of 2022 presented a very dry growing period for the 22/23 crops. Considerable volumes of irrigation were applied to all the crops but this did not counter the challenging drought conditions which caused an aphid infestation affecting most of our sprout crop. On harvesting, during August/Sept of 2022 the full extent of the aphid problem became apparent, with notable yield losses. This resulted in significant increase in labour costs to process the sprouts which was preferable to the alternative of non-supply to our customers.

The cost-of-living crisis also reduced the volume of fresh produce being sold in the UK as the consumers economised.

Because of the measures taken we delivered our planned sales forecast strengthening our relationships with all our major customers.

The financial statements for December 2022 reported a reduction in margin performance to 10% (2021 - 17%), this combined with significant increases in operating costs because of inflation and the difficulty of raising selling prices to our customers quickly enough created the perfect storm.

People
In the year ended 30 December 2022 was the most challenging in the company's history however our employees rose to the challenge helping to maintain supply to our customers demonstrating their considerable commitment and loyalty.
On behalf of the Board, I would like to thank them for their considerable efforts, which do not go unnoticed and are much appreciated.

Strategy
The main strategic objectives of the business are to grow high quality vegetables, process them, and deliver them on time to our customers. To achieve that the company continues investment in the infrastructure, automation, and the management team with the focus around, lean production principles and technologies which ensures we remain competitive in a value focused market.

Early 2023 the business entered into a new working agreement with East of Scotland Growers Limited, a producer organisation with sixteen members. East of Scotland growers incorporated a new member to fund and grow crops for R&K Drysdale Limited. This new member together with East of Scotland Growers acquired a 40% shareholding in Clear 123 Ltd.

The main crops grown by East of Scotland Growers are Broccoli, Cauliflower and Cabbage. R&K Drysdale Limited won the contract to supply a key customer with those crops, adding a summer vegetable range which has proved transformative with the utilisation of the storage and production facilities 12 months of the year.


R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The relationship with East of Scotland Growers is also bringing the potential for additional business and securing the presence of the business with the major UK supermarkets.

In summary, the new relationship with East of Scotland Growers is proving to be a transformational by sharing the growing risk and full utilisation of the storage and production facilities.

PRINCIPAL RISKS AND UNCERTAINTIES
The company is an agricultural business and accordingly faces risks relating to the external environments such as weather, disease, and crop yields. Some of this risk has been significantly mitigated by processing and marketing produce grown by the ESG members and by bringing together our agricultural team, and the East of Scotland Growers extensive agronomy experience. The company also continues to invest in research in new crop varieties to improve quality, yields, disease resistance to reduce agrichemical use and improve taste.

The business has mitigated currency risk for the imported crops by using forward currency agreements which align with agreed supplier payment and customer prices.

OUTLOOK
For all the advantages outlined above resulting from of our new working relationship and significant price increases that are now mitigating inflationary cost increases are improving current and future performance, providing increased certainty for longer term planning..

In conclusion, despite an extremely difficult 2022 the Board of Directors and Management Team are confident that our joint venture with East of Scotland Growers Limited will play a part in de-risking the business, secure additional sales opportunities and future profit's and growth.

ON BEHALF OF THE BOARD:





C S Keenan - Director


30 September 2023

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2022


The directors present their report with the financial statements of the company for the year ended 31 December 2022.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of vegetable growing, packing and distributions.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2022.

RESEARCH AND DEVELOPMENT
R & K Drysdale Limited have been performing the on-going identification and trialling of new varieties of Brussels sprouts and kalettes to determine their ability to be grown in the UK climate in sufficiently high yields for commercial production, whilst ensuring that the product has traits desirable for domestic and international markets. Due to the research there has been an increase in staffing, consumable and subcontracting activities.

DIRECTORS
C S Keenan has held office during the whole of the period from 1 January 2022 to the date of this report.

Other changes in directors holding office are as follows:

S L Edwards - resigned 14 July 2022
C R Fleet - resigned 14 July 2022
S R Williams - appointed 3 August 2022

G T Milne was appointed as a director after 31 December 2022 but prior to the date of this report.

S R Williams and W H Midwood ceased to be directors after 31 December 2022 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT
The company has chosen in accordance with Companies Act 2006, s414C (11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors report.

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

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2022

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

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

AUDITORS
Sedulo Audit Limited will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





C S Keenan - Director


30 September 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
R & K DRYSDALE LIMITED


Opinion
We have audited the financial statements of R & K Drysdale Limited (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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 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 Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
R & K DRYSDALE LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

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

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

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

Extent to which the audit was capable of detecting irregularities, including fraud
The primary responsibility for the prevention and detection of fraud rests with directors and management, and we cannot be expected to detect non-compliance with all laws and regulations.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our knowledge of the business and sector, enquiries of directors and management, and review of regulatory information and correspondence. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit.

We discussed with directors and management the policies and procedures in place to ensure compliance with laws and regulations and otherwise prevent, deter and detect fraud.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified as potentially having a material effect on the financial statements. Our procedures included review of financial statement information and testing of that information, enquiry of management and examination of relevant documentation, analytical procedures to identify unusual or unexpected relationships that may indicate fraud, and procedures to address the risk of fraud through director or management override of controls.

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
R & K DRYSDALE 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.




Peter Alcock (Senior Statutory Auditor)
for and on behalf of Sedulo Audit Limited
Statutory Auditors
5th Floor, Walker House
Exchange Flags
Liverpool
L2 3YL

30 September 2023

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

Period
1.7.20
Year Ended to
31.12.22 31.12.21
Notes £    £   

TURNOVER 3 28,138,252 41,762,927

Cost of sales 22,785,845 30,703,532
GROSS PROFIT 5,352,407 11,059,395

Administrative expenses 7,393,759 9,312,718
(2,041,352 ) 1,746,677

Other operating income 1,265,038 237,807
OPERATING (LOSS)/PROFIT 6 (776,314 ) 1,984,484

Exceptional costs 8 - 670,080
(776,314 ) 1,314,404


Interest payable and similar expenses 9 645,560 513,818
(LOSS)/PROFIT BEFORE TAXATION (1,421,874 ) 800,586

Tax on (loss)/profit 10 (248,356 ) 412,546
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (1,173,518 ) 388,040

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

Period
1.7.20
Year Ended to
31.12.22 31.12.21
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (1,173,518 ) 388,040


OTHER COMPREHENSIVE INCOME
Revaluation reserve (314,862 ) 3,073,314
Income tax relating to other comprehensive
income

-

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

(314,862

)

3,073,314
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(1,488,380

)

3,461,354

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

BALANCE SHEET
31 DECEMBER 2022

31.12.22 31.12.21
Notes £    £    £    £   
ASSETS

FIXED ASSETS
Tangible assets 11 14,678,950 15,374,719
Investment property 12 - 1,200,000
14,678,950 16,574,719

CURRENT ASSETS
Stocks 13 3,992,562 4,956,997
Debtors 14 13,193,153 11,320,243
Cash at bank 5,539 182,646
17,191,254 16,459,886
31,870,204 33,034,605

CAPITAL, RESERVES AND LIABILITIES

CAPITAL AND RESERVES
Called up share capital 15 1,000,000 1,000,000
Revaluation reserve 16 2,758,452 3,073,314
Retained earnings 16 7,005,508 8,179,026
SHAREHOLDERS' FUNDS 10,763,960 12,252,340

PROVISIONS FOR LIABILITIES 17 441,668 690,024

CREDITORS 18 20,664,576 20,092,241
31,870,204 33,034,605

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2023 and were signed on its behalf by:





C S Keenan - Director


R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022

Called up
share Retained Revaluation Total
capital earnings reserve equity
£    £    £    £   

Balance at 1 July 2020 1,000,000 7,790,986 - 8,790,986

Changes in equity
Total comprehensive income - 388,040 3,073,314 3,461,354
Balance at 31 December 2021 1,000,000 8,179,026 3,073,314 12,252,340

Changes in equity
Total comprehensive income - (1,173,518 ) (314,862 ) (1,488,380 )
Balance at 31 December 2022 1,000,000 7,005,508 2,758,452 10,763,960

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022


1. STATUTORY INFORMATION

R & K Drysdale Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

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

The presentational currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1.

Going concern
The company meets its day-to-day working capital requirements through its cash reserves. The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to operate within the level of its current cash reserves. At the time of signing these accounts the Directors are of the opinion that the Company will remain viable for the foreseeable future and therefore these Financial Statements have been prepared on the Going Concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirement of paragraph 33.7.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


2. ACCOUNTING POLICIES - continued

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

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

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

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

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

Depreciation is provided on the following basis:

Freehold property-4% - 20% Straight line
Plant and machinery-5% to 50% straight line
Motor vehicles-15% straight line
Robotic peeler development-Amortised over estimated life of
future derived revenues. 5% straight
line

Assets under construction are not depreciated until the asset is available for use.

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.

Investment property
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Investment properties are recognised initially at cost.

Subsequent to initial recognition
Investment properties whose fair value can be measure reliably without undue cost or effort are held at fair value. Any gains or losses arising from changes in the fair value are recognised in profit or loss in the period that they arise.

No depreciation is provided in respect of investment properties applying the fair value method.

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


2. ACCOUNTING POLICIES - continued

Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial statements.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets
Basic financial assets, which includes debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at present value of the future receipts discounted at a market rate of interest. Financial asserts classified as receivable within one year are not amortised.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less, if not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest rate method.


R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and on if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Assets held under finance leases are recognised initially at the fair value of the leased asset (or, if lower, the present value of minimum lease payments) at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation using the effective interest method so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are deducted in measuring profit or loss. Assets held under finance leases are included in tangible fixed assets and depreciated and assessed for impairment losses in the same way as owned assets.

Pension costs and other post-retirement benefits
Short-term employee benefits and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


3. TURNOVER

The turnover and loss (2021 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
United Kingdom 28,138,252 41,762,927
28,138,252 41,762,927

4. EMPLOYEES AND DIRECTORS
Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
Wages and salaries 3,728,076 5,300,111

The average number of employees during the year was as follows:
Period
1.7.20
Year Ended to
31.12.22 31.12.21

Production 117 214
Administration 58 44
175 258

5. DIRECTORS' EMOLUMENTS

Period
Year 1.7.20
Ended to
31.12.22 31.12.21
£ £
Directors' remuneration 15,150 10,000
Directors' fees paid to services companies 130,143 148,575


R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


6. OPERATING (LOSS)/PROFIT

The operating loss (2021 - operating profit) is stated after charging/(crediting):

Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
Hire of plant and machinery 311,006 454,281
Other operating leases - 57,994
Depreciation - owned assets 934,505 1,036,393
Loss/(profit) on disposal of fixed assets 200,000 (6,101 )
Foreign exchange differences 251 (91,916 )

7. AUDITORS' REMUNERATION
Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

18,550

30,450

8. EXCEPTIONAL ITEMS
Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
Exceptional costs - (670,080 )

In the prior period, the exceptional costs related to the following:

The Coronavirus pandemic (COVID-19) caused disruption across all areas of the business, and this resulted in significant non-recurring costs which impact the business over a period of 18 months.

These exceptional costs, amounting to £670,080, included the additional costs to meet the initial demand as supermarket shelves were constantly emptied, and site adaptions and changes in working practices to prevent the spread of the virus which has allowed the business to continue to trade without any closures and to successfully supply all customers during UK COVID lockdowns.

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


9. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
Bank interest 566,751 427,685
Hire purchase 78,809 86,133
645,560 513,818

10. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
Deferred tax (248,356 ) 412,546
Tax on (loss)/profit (248,356 ) 412,546

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.7.20
Year Ended to
31.12.22 31.12.21
£    £   
(Loss)/profit before tax (1,421,874 ) 800,586
(Loss)/profit multiplied by the standard rate of corporation tax in the UK
of 19% (2021 - 19%)

(270,156

)

152,111

Effects of:
Expenses not deductible for tax purposes 20 693
Income not taxable for tax purposes - (2,228 )
Utilisation of tax losses - (29,500 )
leading to an increase in
Research and development credit - (82,109 )
decrease in tax charge
Effect of rate changes 106,000 -

Permanent differences (84,220 ) 373,579
Total tax (credit)/charge (248,356 ) 412,546

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


10. TAXATION - continued

Tax effects relating to effects of other comprehensive income

31.12.22
Gross Tax Net
£    £    £   
Revaluation reserve (314,862 ) - (314,862 )

1.7.20 to 31.12.21
Gross Tax Net
£    £    £   
Revaluation reserve 3,073,314 - 3,073,314

Factors that may affect future tax charges

On 17 October 2022, the Chancellor of the Exchequer confirmed that in line with the previously enacted legislation the UK corporation tax rate will increase to 25% from 1 April 2023. The enacted tax rates have been used to determine the deferred tax balances, increasing the Company's net deferred tax liability by £106,000.

11. TANGIBLE FIXED ASSETS
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST OR VALUATION
At 1 January 2022 6,916,989 - 14,372,099
Additions - 328,732 871,880
Disposals - - (328,402 )
At 31 December 2022 6,916,989 328,732 14,915,577
DEPRECIATION
At 1 January 2022 1,089,878 - 6,272,095
Charge for year - 246,012 688,493
Revaluation adjustments - - 314,862
At 31 December 2022 1,089,878 246,012 7,275,450
NET BOOK VALUE
At 31 December 2022 5,827,111 82,720 7,640,127
At 31 December 2021 5,827,111 - 8,100,004

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


11. TANGIBLE FIXED ASSETS - continued

Assets
Motor under
vehicles construction Totals
£    £    £   
COST OR VALUATION
At 1 January 2022 10,000 1,440,271 22,739,359
Additions 16,200 7,112 1,223,924
Disposals - (341,924 ) (670,326 )
At 31 December 2022 26,200 1,105,459 23,292,957
DEPRECIATION
At 1 January 2022 2,667 - 7,364,640
Charge for year - - 934,505
Revaluation adjustments - - 314,862
At 31 December 2022 2,667 - 8,614,007
NET BOOK VALUE
At 31 December 2022 23,533 1,105,459 14,678,950
At 31 December 2021 7,333 1,440,271 15,374,719

Included in cost or valuation of land and buildings is freehold land of £ 817,635 (2021 - £ 817,635 ) which is not depreciated.

Included within Plant and Machinery are costs for the development of a Robotic Sprout Peeler process. These costs amounted to Net Book Value of £320,753 (2021: £330,729). The asset will generate future economic benefits to the company.

Cost or valuation at 31 December 2022 is represented by:

Improvements
Freehold to Plant and
property property machinery
£    £    £   
Valuation in 2021 - - 3,073,314
Valuation in 2022 - - (314,862 )
Cost 6,916,989 328,732 12,157,125
6,916,989 328,732 14,915,577

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


11. TANGIBLE FIXED ASSETS - continued

Assets
Motor under
vehicles construction Totals
£    £    £   
Valuation in 2021 - - 3,073,314
Valuation in 2022 - - (314,862 )
Cost 26,200 1,105,459 20,534,505
26,200 1,105,459 23,292,957

12. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 January 2022 1,200,000
Disposals (1,200,000 )
At 31 December 2022 -
NET BOOK VALUE
At 31 December 2022 -
At 31 December 2021 1,200,000

13. STOCKS
31.12.22 31.12.21
£    £   
Raw materials 1,569,360 1,249,005
Work-in-progress 2,423,202 3,707,992
3,992,562 4,956,997

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.22 31.12.21
£    £   
Trade debtors 6,503,491 5,899,155
Amounts owed by group undertakings 5,185,902 4,875,523
VAT 404,303 233,113
Prepayments and accrued income 1,099,457 312,452
13,193,153 11,320,243

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.22 31.12.21
value: £    £   
250,000 Ordinary £1 750,000 750,000
750,000 B Ordinary £1 250,000 250,000
1,000,000 1,000,000

The ordinary shares and 'B' ordinary shares rank pari passu in all respects except that on a poll, ordinary shareholders may exercise a maximum of 5% of the total votes attaching to all shares in the Company.

16. RESERVES
Retained Revaluation
earnings reserve Totals
£    £    £   

At 1 January 2022 8,179,026 3,073,314 11,252,340
Deficit for the year (1,173,518 ) (1,173,518 )
Revaluation of plant & machinery - (314,862 ) (314,862 )
At 31 December 2022 7,005,508 2,758,452 9,763,960

Called-up share capital - represents the nominal value of shares that have been issued.
Profit and loss account - includes all current and prior period retained profits and losses.
Revaluation reserve - represents the revaluation of plant and machinery, net of depreciation of the revalued assets.

17. PROVISIONS FOR LIABILITIES
31.12.22 31.12.21
£    £   
Deferred tax 441,668 690,024

Deferred
tax
£   
Balance at 1 January 2022 690,024
Credit to Income Statement during year (354,356 )
Effect of rate change 106,000
Balance at 31 December 2022 441,668

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


18. CREDITORS
31.12.22 31.12.21
£    £   
Amounts falling due within one year:
Bank loans and overdrafts (see note 19) 1,165,149 1,232,632
Other loans (see note 19) 547,217 628,668
Finance leases (see note 20) 485,411 574,748
Trade creditors 4,686,754 3,447,253
Amounts owed to participating interests 294,299 294,299
Social security and other taxes 343,958 119,700
Other creditors 5,145,314 5,102,805
Directors' current accounts 300,000 300,000
Accrued expenses 1,791,922 1,008,891
14,760,024 12,708,996

Amounts falling due after more than one year:
Bank loans (see note 19) 3,043,309 2,704,278
Other loans (see note 19) 1,788,916 2,129,527
Finance leases (see note 20) 1,072,327 1,386,178
Other creditors - 1,163,262
5,904,552 7,383,245

Aggregate amounts 20,664,576 20,092,241

Included within other creditors due within one year is deferred income relating to the wind farm totalling £nil (2021: £100,000).

Included within other creditors due after more than one year is deferred income relating to wind farm income totalling £nil (2021: £1,163,263).

19. LOANS

An analysis of the maturity of loans is given below:

31.12.22 31.12.21
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 398,543 257,633
Bank loans 766,606 974,999
Other loans 547,217 628,668
1,712,366 1,861,300

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


19. LOANS - continued
31.12.22 31.12.21
£    £   
Amounts falling due between one and two years:
Bank loans - 1-2 years 175,000 175,000
Other loans - 1-2 years 451,119 499,624
626,119 674,624

Amounts falling due between two and five years:
Bank loans - 2-5 years 2,350,000 2,025,070
Other loans - 2-5 years 685,242 1,040,922
3,035,242 3,065,992

Amounts falling due in more than five years:

Repayable by instalments
Bank loans more 5 yr by instal 518,309 504,208
Other loans more 5yrs instal 652,555 588,981
1,170,864 1,093,189

Interest was charged at varying rates during the year.

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Finance leases
31.12.22 31.12.21
£    £   
Net obligations repayable:
Within one year 485,411 574,748
Between one and five years 1,072,327 1,386,178
1,557,738 1,960,926

Non-cancellable operating leases
31.12.22 31.12.21
£    £   
Within one year 142,023 166,679
Between one and five years 212,712 354,735
354,735 521,414

R & K DRYSDALE LIMITED (REGISTERED NUMBER: SC139487)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


21. SECURED DEBTS

The following secured debts are included within creditors:

31.12.22 31.12.21
£    £   
Bank overdrafts 398,543 257,633
Bank loans 3,809,915 3,679,277
Other loans 2,336,133 2,758,195
Finance leases 1,557,738 1,960,926
8,102,329 8,656,031

The bank overdraft is secured by a floating charge over the assets and undertakings of the company.

The bank loans are secured by a floating charge over all assets of the company.

Hire purchase creditors are secured directly over the assets to which they relate.

Included in other loans is £2,423,999 which are secured on the assets to which they relate.

22. ULTIMATE PARENT COMPANY

Clear 123 Limited is regarded by the directors as being the company's ultimate parent company.

The company is a subsidiary undertaking of R & K Drysdale (Holdings) Limited.

23. RELATED PARTY DISCLOSURES

The EFP Partnership, a partnership between C Keenan, SL Edwards and C Fleet. During the year a management charge of £Nil (2021: £nil) was invoiced from R & K Drysdale Limited to the partnership. At the year end, the company owed £294,299 (2021: £294,299) to the partnership. This amount is included in creditors due within one year.

Option A Limited is a company which is 75% owned by C Keenan and 25% owned by C Fleet. During the year the company purchased services of £2,579,028 (2021: £4,870,035) and sales of £267,558 (2021: £89,345) and at the year end the company owed Option A £584,429 (2021: £56,182). The amount is included in trade creditors falling within one year.

As of 31 May 2023, Option A Limited is 100% owned by Chris Fleet, who on the same date also acquired all the shares in Agricultural Consultants Limited.

24. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is C S Keenan.

The largest and smallest group in which the results of the company are consolidated for the year ended 31 December 2022 is that headed by Clear 123 Limited, incorporated in the UK. No other group financial statements include the results of the company. The consolidated financial statements of the group are available to the public and may be obtained from Companies House, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, EH3 9FF.