REGISTERED NUMBER: 00104785 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 June 2023

for

Wherry & Sons,Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

D W Carson

J Wherry

D J Wherry

T J Rose

REGISTERED OFFICE:

The Old School

20 High Street

Rippingale

Bourne

Lincolnshire

PE10 0SR

REGISTERED NUMBER:

00104785 (England and Wales)

AUDITORS:

Lambert Chapman LLP

Silks Way

Braintree

Essex

CM7 3GB

The directors present their strategic report of the company and the group for the year ended 30 June 2023.

REVIEW OF BUSINESS

Turnover dropped from £25.7m in 2022 to £21.6m in 2023. The drop reflects careful risk management adopted by the Company during a turbulent world stage. The Company also continues to experience the effect of the Covid 19 pandemic and the ongoing war in Ukraine which have both created turbulence in trading volumes and the price levels of all agricultural commodities. This has led to a major rise in inflation.

Despite this however, due to our agile approach, the company has managed to effectively trade and has achieved another successful year posting a profit before tax of £1.03m, compared to £862k in the prior period.

We have also simultaneously invested in our commercial team, recruiting a new trader who has the role responsible for growing new opportunities that the company currently finds itself presented with.

The working capital cycle of the Company has lengthened from 61 days (2022) to 88 days (2023). This is due to the Company holding more stocks which is a direct result of a number of sales contracts bridging year ends.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a variety of financial risks, outlined in more detail below. The group has several risk management strategies in place that aim to reduce the adverse effects on the financial

performance of the group.

Currency risk

As the company imports and exports using a variety of currencies, it is exposed to exchange rate fluctuations. The company policy is to hedge all foreign currency transactions.

Credit risk

A reputable credit insurer covers all accounts receivables from customers where trading is conducted under credit terms.

ON BEHALF OF THE BOARD:

D W Carson - Director

26 February 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2023.

DIVIDENDS

The total distribution of dividends for the year ended 30 June 2023 will be £418,205.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2022 to the date of this report.

D W Carson

J Wherry

D J Wherry

T J Rose

Other changes in directors holding office are as follows:

D Harrison ceased to be a director after 30 June 2023 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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;

-	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.

AUDITORS

The auditors, Lambert Chapman LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D W Carson - Director

26 February 2024

Opinion

We have audited the financial statements of Wherry & Sons,Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 30 June 2023 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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.

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 Statement of Directors' Responsibilities set out on page three, 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.

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 considered capable of detecting irregularities, including fraud

The capability to detect irregularities is based on the auditor identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, and then designing and performing audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

a) Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, the following approach was taken:

-

Understanding the nature of the industry and sector, control environment and business performance;

-

Consideration of the results of our enquiries of management and those charged with governance about their own identification and assessment of the risks of irregularities;

-

Understanding the group's policies and procedures on compliance with laws and regulations and management of fraud risk, including documentation of instances of non-compliance of laws and regulations and instances of actual, suspected or alleged fraud;

-

Consideration of matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

-

Understanding the legal and regulatory frameworks that the company operates in through enquiry of management and those charged with governance and understanding the group's industry and sector. The key laws and regulations that were considered to have an effect on material amounts and disclosures in the financial statements included the Companies Act and tax legislation.

b) Audit response to risks identified

Based on this understanding, the following audit procedures were designed and performed to respond to the risks identified:

-

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations described as having a direct effect on the financial statement;

-

Enquiring of management, those charged with governance and, where applicable, the group's solicitors concerning actual and potential litigation and claims;

-

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

Reviewing minutes of meetings of those charged with governance and, where applicable, correspondence with regulators;

-

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business;

-

Communication of potential fraud risks to all engagement team members and remaining alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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.

Lisa Greenwood FCCA (Senior Statutory Auditor)

for and on behalf of Lambert Chapman LLP

Silks Way

Braintree

Essex

CM7 3GB

28 February 2024

TURNOVER

3

21,602,597

25,772,405

Cost of sales

(18,053,715

)

(22,713,856

)

GROSS PROFIT

3,548,882

3,058,549

Administrative expenses

(2,814,518

)

(2,246,150

)

734,364

812,399

Other operating income

15,392

32,730

OPERATING PROFIT

5

749,756

845,129

Income from other participating interests

505,000

150,000

1,254,756

995,129

Interest payable and similar expenses

6

(250,410

)

(132,683

)

PROFIT BEFORE TAXATION

1,004,346

862,446

Tax on profit

7

(84,136

)

(99,098

)

PROFIT FOR THE FINANCIAL YEAR

920,210

763,348

Profit attributable to:

Owners of the parent

920,210

763,348

PROFIT FOR THE YEAR

920,210

763,348

OTHER COMPREHENSIVE INCOME

Share options

33,069

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

33,069

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

953,279

763,348

Total comprehensive income attributable to:

Owners of the parent

953,279

763,348

FIXED ASSETS

Intangible assets

10

774,552

842,156

Tangible assets

11

866,479

741,508

Investments

12

Interest in joint venture

7,250

7,250

Interest in associate

928

928

Investment property

13

638,301

638,301

2,287,510

2,230,143

CURRENT ASSETS

Stocks

14

3,930,018

1,950,665

Debtors

15

2,509,722

2,367,664

Cash at bank and in hand

1,588,664

3,346,655

8,028,404

7,664,984

CREDITORS

Amounts falling due within one year

16

(5,966,018

)

(6,086,009

)

NET CURRENT ASSETS

2,062,386

1,578,975

TOTAL ASSETS LESS CURRENT LIABILITIES

4,349,896

3,809,118

CREDITORS

Amounts falling due after more than one year

17

(17,819

)

(17,950

)

PROVISIONS FOR LIABILITIES

22

(40,459

)

(34,624

)

NET ASSETS

4,291,618

3,756,544

CAPITAL AND RESERVES

Called up share capital

23

65,280

65,280

Share premium

24

193,424

193,424

Capital redemption reserve

24

43,850

43,850

Share option reserve

24

33,069

-

Retained earnings

24

3,955,995

3,453,990

4,291,618

3,756,544

The financial statements were approved by the Board of Directors and authorised for issue on 26 February 2024 and were signed on its behalf by:

D W Carson - Director

FIXED ASSETS

Intangible assets

10

774,552

842,156

Tangible assets

11

866,479

741,508

Investments

12

22,205

22,205

Investment property

13

638,301

638,301

2,301,537

2,244,170

CURRENT ASSETS

Stocks

14

3,930,018

1,950,665

Debtors

15

2,518,730

2,366,576

Cash at bank and in hand

1,565,457

3,321,912

8,014,205

7,639,153

CREDITORS

Amounts falling due within one year

16

(5,963,787

)

(6,072,563

)

NET CURRENT ASSETS

2,050,418

1,566,590

TOTAL ASSETS LESS CURRENT LIABILITIES

4,351,955

3,810,760

CREDITORS

Amounts falling due after more than one year

17

(17,819

)

(17,950

)

PROVISIONS FOR LIABILITIES

22

(40,459

)

(34,624

)

NET ASSETS

4,293,677

3,758,186

CAPITAL AND RESERVES

Called up share capital

23

65,280

65,280

Share premium

24

193,424

193,424

Capital redemption reserve

24

43,850

43,850

Share option reserve

24

33,069

-

Retained earnings

24

3,958,054

3,455,632

4,293,677

3,758,186

Company's profit for the financial year

920,627

752,474

The financial statements were approved by the Board of Directors and authorised for issue on 26 February 2024 and were signed on its behalf by:

D W Carson - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 July 2021

65,280

3,008,721

193,424

Changes in equity

Dividends

-

(318,079

)

-

Total comprehensive income

-

763,348

-

Balance at 30 June 2022

65,280

3,453,990

193,424

Changes in equity

Dividends

-

(418,205

)

-

Total comprehensive income

-

920,210

-

Balance at 30 June 2023

65,280

3,955,995

193,424

Capital

Share

redemption

option

Total

reserve

reserve

equity

£

£

£

Balance at 1 July 2021

43,850

-

3,311,275

Changes in equity

Dividends

-

-

(318,079

)

Total comprehensive income

-

-

763,348

Balance at 30 June 2022

43,850

-

3,756,544

Changes in equity

Dividends

-

-

(418,205

)

Total comprehensive income

-

33,069

953,279

Balance at 30 June 2023

43,850

33,069

4,291,618

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 July 2021

65,280

3,021,237

193,424

Changes in equity

Dividends

-

(318,079

)

-

Total comprehensive income

-

752,474

-

Balance at 30 June 2022

65,280

3,455,632

193,424

Changes in equity

Dividends

-

(418,205

)

-

Total comprehensive income

-

920,627

-

Balance at 30 June 2023

65,280

3,958,054

193,424

Capital

Share

redemption

option

Total

reserve

reserve

equity

£

£

£

Balance at 1 July 2021

43,850

-

3,323,791

Changes in equity

Dividends

-

-

(318,079

)

Total comprehensive income

-

-

752,474

Balance at 30 June 2022

43,850

-

3,758,186

Changes in equity

Dividends

-

-

(418,205

)

Total comprehensive income

-

33,069

953,696

Balance at 30 June 2023

43,850

33,069

4,293,677

Cash flows from operating activities

Cash generated from operations

1

(1,641,917

)

3,273,901

Tax paid

(70,000

)

-

Net cash from operating activities

(1,711,917

)

3,273,901

Cash flows from investing activities

Purchase of intangible fixed assets

(15,022

)

(14,111

)

Purchase of tangible fixed assets

(213,721

)

(55,202

)

Sale of tangible fixed assets

3,901

28,070

Dividends received

505,000

150,000

Net cash from investing activities

280,158

108,757

Cash flows from financing activities

Proceeds from bank borrowing draw downs

117,919

3,292,812

Repayment of bank borrowings

-

(2,835,689

)

Interest paid

(250,410

)

(132,683

)

Capital repayments in year

(24,524

)

(14,359

)

New hire purchase loans

36,590

-

Equity dividends paid

(418,205

)

(318,079

)

Net cash from financing activities

(538,630

)

(7,998

)

(Decrease)/increase in cash and cash equivalents

(1,970,389

)

3,374,660

Cash and cash equivalents at beginning of year

2

3,346,655

(28,005

)

Cash and cash equivalents at end of year

2

1,376,266

3,346,655

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.6.23

30.6.22

£

£

Profit before taxation

1,004,346

862,446

Depreciation charges

167,521

142,206

(Profit)/loss on disposal of fixed assets

(46

)

11,277

Share options

33,069

-

Finance costs

250,410

132,683

Finance income

(505,000

)

(150,000

)

950,300

998,612

(Increase)/decrease in stocks

(1,979,353

)

1,138,172

(Increase)/decrease in trade and other debtors

(142,058

)

637,143

(Decrease)/increase in trade and other creditors

(470,806

)

499,974

Cash generated from operations

(1,641,917

)

3,273,901

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2023

30.6.23

1.7.22

£

£

Cash and cash equivalents

1,588,664

3,346,655

Bank overdrafts

(212,398

)

-

1,376,266

3,346,655

Year ended 30 June 2022

30.6.22

1.7.21

£

£

Cash and cash equivalents

3,346,655

95,300

Bank overdrafts

-

(123,305

)

3,346,655

(28,005

)