Company registration number 03627633 (England and Wales)
TOZER SEEDS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
TOZER SEEDS LIMITED
COMPANY INFORMATION
Directors
Dr P R Dawson
S J Winterbottom
D L Barr
L C R Dawson
J R Claxton
T Visser
(Appointed 24 August 2023)
F Tahir
(Appointed 24 August 2023)
Company number
03627633
Registered office
Pyports
Downside Bridge Road
Cobham
Surrey
United Kingdom
KT11 3EH
Auditor
Azets Audit Services
Trinity Court
34 West Street
Sutton
Surrey
United Kingdom
SM1 1SH
TOZER SEEDS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of income and retained earnings
8
Balance sheet
9
Statement of cash flows
10
Notes to the financial statements
11 - 25
TOZER SEEDS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The directors present the strategic report for the year ended 30 June 2023.

Review of the business

The results for the year and the financial position of the company are as shown in the annexed financial statements.

 

Turnover has decreased by 30.8% between 2022 and 2023 due mainly to the sale of stock from the UK to its subsidiaries at the beginning of the financial year, and as a result, no such intercompany sales took place during the course of the year. Additionally, the UK sold the stock to its subsidiaries at cost with no margin as it has done historically, and has also booked stock provisions totalling £739k, which together gave rise to the negative gross margin.

 

The loss before tax has increased to £1,003 million for the year, an increase of £641k from the prior year. Following Brexit, the UK subsidiary has undergone some strategic changes including the decision to sell stock to its subsidiaries to ease the movement of stock within the EU and we expect 2024 to be a challenging year. We will continue our expansion of our global presence in the Asia and Oceania region, growth in the European market, and sales from some of our niche products.

 

Through the strength of our existing and new varieties, loyalty of the customer base, the strength in the Spanish market, and Tozer's strategy to grow the US market, and the incorporation of a new subsidiary in the Netherlands to drive European sales, Tozer continues to compete in a challenging market. The sales of seed in our top five Tozer varieties were again a major contributor to the turnover and continue to be strategic products in the company's portfolio.

Principal risks and uncertainties

Business risk

The main business risks are agricultural related and the performance in this market, and the competitiveness of the company's niche products. Although some of those risks are outside the company's control, the Directors continuously review its processes and operations to mitigate the risk, ensuring it remains as competitive as possible.

 

Foreign currency risk

The company mitigates foreign currency exchange rate risk by holding bank accounts in both Euro and Dollar accounts. The volatility of currency and reactions to financial markets due to the global economic climate, and the warnings from the Bank of England over financial stability has added to the uncertainty. The main trading currency of Tozer Seeds Ltd has seen fluctuations against the Euro and Dollar. The Group is taking steps in minimizing FX risk by partnering with third party specialists in managing foreign exchange risk.

 

Brexit

The business has experienced adverse effects following Brexit and we expect this to continue. The restrictions imposed on the UK’s access to the EU single market has impacted the revenue for the opportunities to grow the UK business and has made it considerably more difficult to export, however, this has been mitigated following the incorporation of our new subsidiary in the Netherlands and we expect to grow our European business through the new subsidiary.

Development and performance

Tozer continue to retain key staff in the research and development of our niche products, and the development of new varieties by investing in people, capital and infrastructure. The company has introduced a training and development programme for all staff, and an incentive scheme to ensure performance levels remain high and consistent across the business which includes staff in our global operations.

Key performance indicators

In addition to the number of new varieties the company is able to market, turnover and gross profit are also key performance indicators for the business. The company continues to drive its strategy of increasing sales overseas.

 

During the current year the company has been able to add further home bred vegetable varieties with competitive margins, and exclusive third party products to its portfolio, which has helped underpin future turnover, gross margin and profitability.

TOZER SEEDS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -

On behalf of the board

S J Winterbottom
Director
29 March 2024
TOZER SEEDS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -

The directors have pleasure in presenting their report and financial statements of the company for the year ended 30 June 2023.

Results and dividends

The results for the year are set out on page 8.

The net loss for the year amounted to £519,985. Particulars of dividends paid are detailed in note to the financial statements.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr P R Dawson
S J Winterbottom
D L Barr
L C R Dawson
J R Claxton
T Visser
(Appointed 24 August 2023)
F Tahir
(Appointed 24 August 2023)
Financial instruments
Assessment of risks

An assessment of the principal risks faced by the company and the steps taken to mitigate them have been included in the strategic report.

Auditor

Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
S J Winterbottom
Director
29 March 2024
TOZER SEEDS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -

The directors are responsible for preparing the annual report 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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.

TOZER SEEDS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TOZER SEEDS LIMITED
- 5 -
Opinion

We have audited the financial statements of Tozer Seeds Limited (the 'company') for the year ended 30 June 2023 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows and notes to the financial statements, including 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:

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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

TOZER SEEDS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TOZER SEEDS LIMITED
- 6 -
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 directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

TOZER SEEDS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TOZER SEEDS LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

Sam Thomas
Senior Statutory Auditor
For and on behalf of Azets Audit Services
29 March 2024
Chartered Accountants
Statutory Auditor
Trinity Court
34 West Street
Sutton
Surrey
United Kingdom
SM1 1SH
TOZER SEEDS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
7,778,233
11,235,948
Cost of sales
(8,545,506)
(10,402,500)
Gross (loss)/profit
(767,273)
833,448
Distribution costs
(917,819)
(1,081,041)
Administrative expenses
(1,741,452)
(1,563,231)
Other operating income
2,518,961
1,550,543
Operating loss
4
(907,583)
(260,281)
Interest receivable and similar income
7
299
195
Interest payable and similar expenses
8
(96,577)
(102,424)
Loss before taxation
(1,003,861)
(362,510)
Tax on loss
9
483,876
329,575
Loss for the financial year
(519,985)
(32,935)
Retained earnings brought forward
6,026,980
6,059,915
Retained earnings carried forward
5,506,995
6,026,980

The profit and loss account has been prepared on the basis that all operations are continuing operations.

TOZER SEEDS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
496,069
553,932
Tangible assets
11
256,573
281,036
Investments
12
104
104
752,746
835,072
Current assets
Stocks
14
1,583,309
4,367,146
Debtors
15
5,545,579
2,593,763
Cash at bank and in hand
617,201
2,084,196
7,746,089
9,045,105
Creditors: amounts falling due within one year
16
(789,563)
(1,409,230)
Net current assets
6,956,526
7,635,875
Total assets less current liabilities
7,709,272
8,470,947
Creditors: amounts falling due after more than one year
17
(2,045,907)
(2,273,577)
Provisions for liabilities
Provisions
19
7,401
7,401
Deferred tax liability
20
148,967
162,987
(156,368)
(170,388)
Net assets
5,506,997
6,026,982
Capital and reserves
Called up share capital
23
2
2
Profit and loss reserves
5,506,995
6,026,980
Total equity
5,506,997
6,026,982
The financial statements were approved by the board of directors and authorised for issue on 29 March 2024 and are signed on its behalf by:
S J Winterbottom
Director
Company Registration No. 03627633
TOZER SEEDS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
27
(1,388,611)
251,900
Interest paid
(96,577)
(102,424)
Income taxes paid
(8,358)
-
0
Net cash (outflow)/inflow from operating activities
(1,493,546)
149,476
Investing activities
Purchase of intangible assets
(32,551)
(43,531)
Purchase of tangible fixed assets
(38,486)
(7,685)
Interest received
299
195
Net cash used in investing activities
(70,738)
(51,021)
Net (decrease)/increase in cash and cash equivalents
(1,564,284)
98,455
Cash and cash equivalents at beginning of year
2,084,196
1,985,741
Cash and cash equivalents at end of year
519,912
2,084,196
Relating to:
Cash at bank and in hand
617,201
2,084,196
Bank overdrafts included in creditors payable within one year
(97,289)
-
0
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
1
Accounting policies
Company information

Tozer Seeds Limited is a private company limited by shares incorporated in England and Wales. The registered office is Pyports, Downside Bridge Road, Cobham, Surrey, United Kingdom, KT11 3EH.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of A.L. Tozer Limited. These consolidated financial statements are available from its registered office, being Pyports, Downside Bridge Road, Cobham, Surrey, KT11 3EH.

 

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover represents amounts receivable for goods dispatched during the year, net of VAT and trade discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
10% straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Freehold
10% straight-line per annum
Plant, machinery & computer equip't
10%, 25% and 33% straight-line per annum
Fixtures, fittings & office equip't
10% straight-line per annum
Motor vehicles
25% reducing balance per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 13 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cost is calculated using the average cost method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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 include 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 the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 or 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 method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 16 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.18

Research and development

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 17 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Operating lease commitments

During the year, the company has entered into lease agreements as a lessee to obtain use of motor vehicles and property, plant and equipment. The classification of such leases as operating or finance lease requires the company to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the balance sheet.

Stock valuation

Inventories are valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include age at which stock lines lose commercial value, forecast sales of aged stock, reliability of latest germination test results, and the current competitive and economic environment.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Insurance excess provision

Provision is made for the company's estimated liability to customer claims. This provision requires management’s best estimate of the costs that will be incurred based on past experience, and legislative and contractual requirements.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2023
2022
£
£
Turnover analysed by geographical market
Africa
50,578
72,884
America
308,383
502,430
Asia
17,713
91,091
Europe
2,749,186
3,863,046
Oceania
157,632
138,867
United Kingdom
4,494,741
6,567,630
7,778,233
11,235,948
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
3
Turnover and other revenue
(Continued)
- 18 -
2023
2022
£
£
Other revenue
Interest income
299
195
Royalty income
1,551,475
988,329
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(88,277)
(46,118)
Fees payable to the company's auditor for the audit of the company's financial statements
45,100
44,000
Depreciation of owned tangible fixed assets
62,949
66,450
Amortisation of intangible assets
90,414
85,347
Operating lease charges
58,854
1,478
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Production staff
15
19
Administrative staff
2
5
Management staff
2
5
Sales staff
10
10
Total
29
39

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
1,284,711
1,279,077
Social security costs
138,258
134,733
Pension costs
63,317
66,460
1,486,286
1,480,270
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 19 -
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
140,584
133,022
Company pension contributions to defined contribution schemes
4,342
4,220
Sums paid to third parties for directors' services
39,031
-
183,957
137,242

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
299
195
8
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
104,947
102,424
Interest on finance leases and hire purchase contracts
85
-
Other interest
(8,455)
-
0
96,577
102,424
9
Taxation
2023
2022
£
£
Current tax
Other tax reliefs
(469,856)
(355,002)
Deferred tax
Origination and reversal of timing differences
(14,020)
25,427
Total tax credit
(483,876)
(329,575)
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
9
Taxation
(Continued)
- 20 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(1,003,861)
(362,510)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 0% (2022: 19.00%)
-
0
(68,877)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
165
Effect of change in corporation tax rate
-
0
39,117
Depreciation on assets not qualifying for tax allowances
-
0
4,738
Research and development tax credit
(484,295)
(355,002)
Under/(over) provided in prior years
14,439
8,020
Deferred tax adjustments in respect of prior years
(14,020)
-
0
130% superdeduction
-
0
(438)
Losses sacrificed
-
0
42,702
Taxation credit for the year
(483,876)
(329,575)
10
Intangible fixed assets
Software
£
Cost
At 1 July 2022
881,359
Additions
32,551
At 30 June 2023
913,910
Amortisation and impairment
At 1 July 2022
327,427
Amortisation charged for the year
90,414
At 30 June 2023
417,841
Carrying amount
At 30 June 2023
496,069
At 30 June 2022
553,932

Bespoke software currently under development by the group has a carrying amount of £496,069 and is being amortised over its estimated useful life of 10 years.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 21 -
11
Tangible fixed assets
Land and buildings Freehold
Plant, machinery & computer equip't
Fixtures, fittings & office equip't
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 July 2022
253,578
651,819
70,760
35,445
1,011,602
Additions
-
0
38,486
-
0
-
0
38,486
At 30 June 2023
253,578
690,305
70,760
35,445
1,050,088
Depreciation and impairment
At 1 July 2022
77,820
568,359
48,942
35,445
730,566
Depreciation charged in the year
24,937
27,957
10,055
-
0
62,949
At 30 June 2023
102,757
596,316
58,997
35,445
793,515
Carrying amount
At 30 June 2023
150,821
93,989
11,763
-
0
256,573
At 30 June 2022
175,758
83,460
21,818
-
0
281,036
12
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
13
104
104
13
Subsidiaries

The company also has significant holdings in undertakings which are not consolidated.

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Tozer Iberica SL
Calle Rosini 8, 30332 El Estrecho de Fuente Alamo, Murcia, SPAIN
Marketing and sale of vegetable seeds
Member
100.00
Tozer Seeds Netherlands BV
Hardegrondweg 6, 1619PN Andijk
Marketing and sale of vegetable seeds
Member
100.00
14
Stocks
2023
2022
£
£
Work in progress
18,848
-
Finished goods and goods for resale
1,564,461
4,367,146
1,583,309
4,367,146
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 22 -
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
840,940
933,248
Corporation tax recoverable
833,216
355,002
Amounts owed by group undertakings
3,639,393
817,489
Other debtors
166,774
413,556
Prepayments and accrued income
65,256
74,468
5,545,579
2,593,763
16
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans and overdrafts
18
97,289
-
0
Trade creditors
580,839
1,037,294
Amounts owed to group undertakings
-
0
258,198
Taxation and social security
46,426
48,161
Deferred income
21
27,467
-
0
Accruals and deferred income
37,542
65,577
789,563
1,409,230
17
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
2,045,907
2,273,577
18
Loans and overdrafts
2023
2022
£
£
Bank overdrafts
97,289
-
0
Payable within one year
97,289
-
0

The bank overdrafts are secured by fixed and floating charges over the assets of the company.

19
Provisions for liabilities
2023
2022
£
£
Insurance excess
7,401
7,401
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
19
Provisions for liabilities
(Continued)
- 23 -
Movements on provisions:
Insurance excess
£
At 1 July 2022 and 30 June 2023
7,401

The insurance excess provision represents management's best estimate of the company's liability to customer claims, based on past experience.

The legal fees provision represents management's best estimate of the company's liability to fees due to legal representatives in respect of the share disposal, based on the information available to them.

20
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2023
2022
Balances:
£
£
ACAs
148,967
162,987
2023
Movements in the year:
£
Liability at 1 July 2022
162,987
Credit to profit or loss
(14,020)
Liability at 30 June 2023
148,967
21
Deferred income
2023
2022
£
£
Other deferred income
27,467
-
TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 24 -
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
63,317
66,460

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

23
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2

The company has one class of ordinary shares which carry equal voting rights, and no right to fixed income.

24
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
3,402
12,431
Between two and five years
31,765
47,778
35,167
60,209
25
Related party transactions

As the parent company is preparing consolidated accounts, group transactions have not been disclosed pursuant to the exemptions permitted in FRS102, Section 33.

26
Ultimate controlling party

The ultimate parent company is A.L. Tozer Limited, a company registered in England and Wales.

Dr P R Dawson is the ultimate controlling party by virtue of his directorship and shareholding in the ultimate parent company.

The smallest and largest group in which the results of the company are included is A. L. Tozer Limited, with registered office Pyports, Downside Bridge Road, Cobham, Surrey, KT11 3EH.

TOZER SEEDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 25 -
27
Cash (absorbed by)/generated from operations
2023
2022
£
£
Loss for the year after tax
(519,985)
(32,935)
Adjustments for:
Taxation credited
(483,876)
(329,575)
Finance costs
96,577
102,424
Investment income
(299)
(195)
Amortisation and impairment of intangible assets
90,414
85,347
Depreciation and impairment of tangible fixed assets
62,949
66,450
Decrease in provisions
-
0
(12,599)
Movements in working capital:
Decrease in stocks
2,783,837
114,301
(Increase)/decrease in debtors
(2,473,602)
178,203
(Decrease)/increase in creditors
(972,093)
80,479
Increase in deferred income
27,467
-
Cash (absorbed by)/generated from operations
(1,388,611)
251,900
28
Analysis of changes in net funds
1 July 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
2,084,196
(1,466,995)
617,201
Bank overdrafts
-
0
(97,289)
(97,289)
2,084,196
(1,564,284)
519,912
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