Company registration number 03985775 (England and Wales)
WINTERWOOD FARMS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
WINTERWOOD FARMS LTD
COMPANY INFORMATION
Directors
T Gilham
J E Taylor
S M Taylor
Secretary
J E Taylor
Company number
03985775
Registered office
Chartway Street
East Sutton
Maidstone
Kent
ME17 3DN
Auditor
Azets Audit Services
Globe House
Eclipse Park
Sittingbourne Road
Maidstone
Kent
ME14 3EN
Business address
Chartway Street
East Sutton
Maidstone
Kent
ME17 3DN
WINTERWOOD FARMS LTD
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 10
Directors' responsibilities statement
11
Independent auditor's report
12 - 14
Statement of income and retained earnings
15
Balance sheet
16
Statement of cash flows
17
Notes to the financial statements
18 - 40
WINTERWOOD FARMS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 1 -

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

Fair review of the business

Turnover has decreased during the year from £42.9m to £40.8m but up on forecast of £40.5m. The business is continuing to adapt to the continued negative effects of BREXIT, predominantly around labour security/availability and extra costs of red-tape and transport, together with the uncertainty around the UK having no strategy on Food Security, and sending mixed messages if we should encourage cheap imports to help the consumers cost of living costs, or to produce in the UK for Food Security, health or quality reasons.

 

The directors forecast an decrease of 10% in turnover in the 23/24 year.

 

In the 22/23 the reticence of overseas suppliers to send to the UK was compounded by the UK multiples not being willing to increase their prices to cover cost increases. In 22/23 year the extra costs were at a level that customers had to pay more, some of which was a result of the war in Ukraine.

 

The directors consider the performance for the period achieved on ordinary activities before taxation to be satisfactory when considered in the Global, BREXIT and Ukraine war context, and the company has again outperformed the general sector and at the very least shown consistency and resilience in what appears to be a challenging few years ahead. The company net profit before tax (but before exceptional items and foreign exchange revaluations) didn’t materially change, which the Company believes to be satisfactory overall, given all the ongoing challenges post-Brexit, particularly labour shortages.

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 2 -
Principal risks and uncertainties

Accurate figures as to total market and market share are readily available and so the Company can better judge its own performance against the overall sector, and indeed in terms of the individual fruits being sold. Key competitors are limited and are also known entities.

 

The company aims to manage risks by providing added value services to its customers and ensuring high quality products, as well as continued investment in bespoke in-house produced IT solutions, to streamline efficiencies within the business. The Company is particularly focused on the continued development of its bespoke Packhouse Production system software and has started to commercialise the software, which has now been rolled out to 9 other sites. Directors believe that it is the best Packhouse Production software available anywhere in the world, albeit currently focused on soft fruit packing.

 

The Company meets its day-to-day working capital requirements through loan finance and the Company's forecasts and projections show that it should be able to operate within its existing facilities.

 

The soft fruit market and the margins and overall profits that can be achieved are affected by the Sterling exchange rate. This is predominately against the South African Rand where production is increasing. The currency risks are known, but their quantum is out of the Company’s control. Management have determined that extensive hedging would not be cost effective, although the seasonal pattern of the ZAR means that some of the exposure is brought forward in the six months pre-season, where management judges the rate reduces future risk.

 

There is a material risk with the supply chain in general, and specifically to the ability to find labour for seasonal picking work, and the whole support staff in the industry e.g. Warehouse staff and Supermarket shelf filling staff and store pickers. The Company estimates a 10% reduction in the available labour pool YOY for the next 2 years as the Government has refused to change its strategy. Longer term, the restriction of anyone working in UK under SWS visa scheme, means such people are not suitable to train for development within the Company as has been the preferred route in the past i.e. to promote from within. This is becoming restrictive to growth with like businesses competing for an ever-decreasing pool of trained people. Untrained UK born people also seem to be less receptive to the pattern of working their way up from lower levels. There is no end in sight, as UK unemployment is very low, especially in our local area, and the Government has a policy of not helping growers.

 

The issue is that the Government still views the transition to be one of robots picking fruit, but this is over 10 years away from making an impact, and in those 10 years, the industry will therefore have to contract. Unemployment is low (and ~3% in the main area of Company UK business) and UK unemployed (understandably) want full time and not seasonal work, and so UK staff filling the gap is also not realistic. UK workers also lose benefits if they take on seasonal work and so this makes such work disproportionately less attractive to full time work.

 

The business therefore has to invest in efficiency, which it believes is 2-4% pa as a maximum, so therefore has to grow 5-10% less UK fruit each year in order to pick it all, and so although a bad situation, it is one where there is already a plan in place. The UK growing side of the business in terms of volume picked, is forecast to be similar in 23/24 to the previous year. The giving up of leased ground in 22/23, due to the lack of pickers, means less like for like hectares in 23/24 leading to a drop in production.

 

Despite the challenges, directors believe that the Company is well placed to manage its business risks successfully going forward, and specifically when compared to other companies in the sector, but they continue to monitor the position carefully. Overall however the level of confidence in any meaningful expansion has decreased over the past 12 months, mostly due to labour availability. The Company will continue active lobbying of MP’s and also support industry lobbying groups to educate those that make decisions, as currently the Government is totally out of touch with realities facing the Horticultural industry.

 

Other material uncertainties that can negatively affect the business are the Governments red-tape around import and export of fruit to/from the EU. Some of the more unworkable ideas put forward by DEFRA have continually been put back (e.g. phyto paperwork and physical border checks), but noticeably not cancelled. This demonstrated that those responsible in this area of Government do not know what they are doing, which is a threat to the industry in general, and highly concerning.

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 3 -

Analysis of Development and Performance

Even though the current main packhouse building is now 15 years old, it is still working well. A new £1m Optical Sorting Line was installed in 2018, in line with management's continued desire to be a leader in the industry – the machine was the first of its kind to be installed in the UK. The company’s continued policy is to reinvest profits in the business rather than to take any dividends. The packhouse continues to be the largest dedicated soft fruit supply site in Europe. Winterwood’s customer base remains similar in the UK, although the nature of the way the multiples trade in the UK is evolving. The overall customer splits have remained within similar ranges as the previous year. Directors view this as overall a positive illustration of the company’s stable position in the marketplace. The supplier and customer base is under continuing review, but the expectation is to continue to sell 85-90% of its product through the UK multiples. As previously reported, exports have been killed of with BREXIT, and see no likelihood of being viable again any time soon.

No major changes in its sourcing are expected, except that the volumes from South Africa are expected to steadily increase over the next 5 years, and this trend continues. The volume available increased by 23% in the 22/23 year but the UK did not see much of an increase as other markets have less red tape, but the Company is hopeful to maintain steady growth with Southern Hemisphere fruit over time.

 

Poland is also increasing albeit at a steadier rate, but as it sells a lot of its fruit already directly into Europe, the increases the company expects to see coming to the UK are estimated to be in the 2-5% pa increase. If UK growers continue to have problems with pickers, then this will increase and the Company will ironically benefit when in other areas, the same limitation will cause difficulties. Ironically therefore for BREXITEERS the restriction imposed on UK pickers, will likely mean that there are more opportunities to import Polish fruit to the UK to make up the shortfall. We saw this in both 21/22 and 22/23 with Raspberries and expect the trend to develop with perennial crops as replant decisions are taken.

 

The Company is increasing its recycling efforts but limited in space for such operations as there are so many categories of recycled materials that need to be separated to make recycling viable. Also the cost of recycling in terms of transport of recycled material to various locations is heavily dependent on the volumes transported each time. Recycling expanded a small amount in 22/23, and there are still issues in viably recycling some recyclable items. For some waste this means keeping material in stock for longer periods to make this viable e.g. glass, cans, some types of plastic. Many recyclable materials also require dedicated baler equipment e.g. cardboard and plastic, and all this takes up space compared to putting everything into a single skip.

 

The company will continue to value its staff and the new facilities in the packhouse have been designed with the staff in mind and the facilities are continuing to enable the company to attract suitable staff as well as to keep the current team. The company has a policy of recruiting from within where possible and believes this is a key reason why the staff turnover is so low. The Company uses very little agency staff, but this increased in 22/23 due to general labour shortages, and this has led to increased costs as staff need training before fully efficient, and agency fees also need to be paid.

 

The company, together with its associations with Polana Sp. zo. o. in Poland, remains the largest grower group in Europe of blueberries, and its related operations through farms in RSA under the umbrella of Winterwood Holdings SA (Pty) Ltd, continue to keep it as the largest blueberry grower in Africa, south of the equator. Market penetration continues to increase in line with predictions and market penetration for blueberries now stands at around 55%.

 

Winterwood Farms Limited has always targeted higher value products, and especially where there is a high degree of value-added services related to the product. This enables the company to continue to extend its turnover with a relatively low bulk of product when compared to similar operations handling, for example with top fruits. The company and the group in South Africa will continue to invest in new state of the art machinery and believes its future is with specialisation rather than chasing volume, or any significant diversification.

 

Winterwood has a large loan to Winterwood Holdings SA (Pty) Ltd in South Africa, which is the vehicle used to fund the RSA investment opportunities, and a key part of the Winterwood plan to increase its own offering to its customers in the UK. Directors are pleased to report again that the group continues to move in a positive direction with YOY improvements to the cash position. A drought in the North of the country seriously affected the two newest farms crops in 2019 and 2020 seasons, and although the dams are all now full, the effect was to knock back the main farm in the region (Kruger Berries) by about 3 years, but it is now almost back to the blueberry hectarage pre-drought. The future prospects are assessed as excellent in both the early and late growing regions, and Southern Africa continues to be the prime focus for future investments especially, as due to BREXIT related issues in the UK, there will be a contraction to UK soft fruit grown.

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 4 -

Analysis of Development and Performance (continued)

Winterwood has never planned or expected the RSA loan to be repaid in the short term and remains confident the loan is a sound longer term investment. In the short term the company will increasingly benefit from the supplies of fruit, which will continue to increase at a fast rate as the farms come into production. With the supermarkets constantly looking at ways to improve the efficiency of their own supply chain, RSA is a key part of the group strategy in ensuring that it has something that all the Company’s customers want. The coming year is expected to be a better pricing year than 2022/23 season, which saw prices fall by 7% back to the growers as an average over the season. These drops in price are factored into the respective budgets, and will be partly offset by greater volume efficiencies through increased sales of cheaper packs.

 

UK wages are increasing considerably faster than inflation due to the introduction of the National Living Wage, and although this will continue to be a challenge, the directors believe that the company is better placed than many of its competitors to deal with this increase and will more proactively drive efficiency levels in order to mitigate the effects of this. The Company’s bespoke software is also designed to drive efficiency within the packhouse, and the Company believes that this software is world beating, and the best in its field – it also has enormous potential in the future as labour efficiencies become more important, both due to expected labour supply issues post BREXIT and increases in wages that are expected to continue to increase at levels far more than inflation (+10% increase expected in 23/24 again). The effects on UK businesses labour availability cannot be ignored, and the Company is adapting it's operations to take into account the increases in labour costs, but also capitalising on the continued downward cost of automation.

 

The Company is disappointed and surprised that there seems to be no redress to the anomaly whereby the Company appears to be paying substantially ‘over the top’ rates. This bleed on finances continues to take away money from potential internal investments in further automation that are currently in the pipeline.

 

 

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 5 -

Going concern

During the period 01/05/22 – 30/04/23, in common with preceding years, the Company has no reason to believe that there is any reason to otherwise assume that the business is, or has been, run as a going concern, and that there is no known reason to doubt that this will also be the case in the forthcoming 12 months. In the past 12 months, debt has decreased, both as a lump sum, but also as a proportion of annual turnover, and prospects for the coming years look very positive.

 

Key performance indicators

The KPIs used to determine the progress and performance of the group are set out below:

 

Turnover

Turnover decreased by 4.6% compared to the previous year. This is above budgeted 2.9% increase, and for the reasons given in the review of the business above.

 

The budgeted turnover for 23/​24 is £39.0m; latest forecast shows it will be £36.6.m.

 

Gross profit margin

The Company's gross profit margin was 8.2% a change from 10.9% in the previous year. This was in in line with Company expectations.

 

The budgeted gross margin for 23/24 is similar to the previous couple of years. This is mainly due to uncertainty on the effects of the war in Ukraine.

 

Carbon footprint

As based on a Consumption model, this was measured at 0.0150 kg CO2 equivalent per £ of turnover of fruit sold going through the Winterwood site. This was not materially different to the previous year and one aspect is the imposition of packaging and transport used to supply +80% of our customers, namely the UK retailers. It is unfortunate that many initiatives are for PR only and some actually increase the Footprint e.g. some lines now have to be supplied in Cardboard punnets that are not good for the environment in terms of water used to produce and also the fact that much is either unrecyclable due to a thin plastic film applied or simply as local councils do not recycle a meaningful % of what consumers separate for collection.

 

The Company is committed to reduce this figure over time, as well as developing ways to measure the footprint of a “field-to-fork” model (i.e. a “Production” based model, as the Company can actively influence the total field-to-fork figure e.g. through better fruit leading to less waste, and this has been identified as a more financially and environmentally efficient way to reduce global footprint when it is compared to reducing the packhouse part only.

 

The budgeted figure for 23/24 is expected to show a very small improvement.

 

Employees

Details of the number of employees and the related costs can be found in note 7.

 

S172 Statement

The Board of Directors consider that they have, in good faith, acted in a way to most likely promote the success of the company for the benefit of its members as a whole, having regard (amongst other matters) to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 30 April 2023.

When the Board take any decisions, they take due account of the following:

 

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 6 -
S172 Statement (continued)

The Board achieves the above in a variety of ways, including, but not limited to the following:

 

On behalf of the board

S M Taylor
Director
23 April 2024
WINTERWOOD FARMS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 7 -

The directors present their annual report and financial statements for the year ended 30 April 2023.

Principal activities

The principal activities of the company is growing of soft fruit as well as its importation and packing.

Results and dividends

The results for the year are set out on page 15.

Ordinary dividends were paid amounting to £4,444. The directors do not recommend payment of a further dividend.

Directors

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

T Gilham
J E Taylor
S M Taylor
Financial instruments
Primary financial instruments

The company's financial instruments comprise its financing facilities with Barclays Bank plc. The main purpose of these instruments is to raise funds for and to finance operations.

Liquidity risk

In respect of bank balances the liquidity risk is managed by weekly cash reconciliations and regular monitoring by management of the cash requirements.

Interest rate risk

The company purchases interest rate swaps to manage interest rate risk volatility. The fair values of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices. Where quoted prices are not available for derivatives the fair value of derivatives has been calculated by discounting the expected future cash flows at prevailing interest rates.

Trade debtors

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

WINTERWOOD FARMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 8 -
Employee involvement

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

 

There is no employee share scheme at present although various bonus schemes are in place to thank and encourage employees for past and future performance.

 

Business relationships

In carrying out Company business, and making plans for the future, directors will pay due regard to the need to foster the company’s business relationships with suppliers, customers and others, and the effect of Company decisions and plans will have on all relevant stakeholders as well as the environment.

Future developments

Since 30 April 2023, there have been no material changes to the customers or risks of the business. The previous largest risk was continued energy costs at over 3 times the previous norms, but the current contract that covers until the end of 2024 represents ‘only’ an 80% increase. As an offset, a further 80kW of photovoltaic went on line in 2023 in a continued mitigation effort to future spikes in energy costs.

Research and development activities

The two main areas of R&D are the continued development of Packhouse production software that we refer to as “the Winternet” and continued support for Blackcurrant breeding program. The latter is a long-term project that has the aim of producing new Blackcurrant varieties that are more suitable to the English climate as we see Global warming making some varieties impossible to grow, at least in the South of the UK due to the lack of chill required in the winter to initiate fruit buds in the plants. We are also trying to develop sweeter varieties that are more suited to eating without sweet accompaniments. We also want varieties that are viable to pick by hand, as the increasing cost of labour since BREXIT, combined with the associated above inflationary cost of harvesting labour, means that this is a prerequisite to commercial selection, rather than a “nice to have” when the project begun. Breeding is a long process, and typically takes 20 years for new varieties to be commercialised.

 

The Winternet is now showing early commercialisation promise, with 10 sites now using the product. Each site around the globe has its own ways of working (WOW), and so continued development is required to enable the one product to be made bespoke to the WOW of the sites that choose to take it up. As one example, the products multi-lingual capability has been well received and has good uptake by individuals that prefer to use their native language even if working in an English spoken environment. Other major features are being added regularly to make the overall product more attractive to a great range of businesses, and ultimately to those packing or processing other products than soft fruit.

 

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

WINTERWOOD FARMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 9 -
Energy and carbon report

 

UK Greenhouse gas emissions and energy use data for the period 1 May 2022 to 30 April 2023

 

Energy Source

Consumption

Scope

Emissions

Gas

38,073

Kg

1

38,073

kgCO2e

Electricity

756,408

Kwh

2

156,633

kgCO2e

Transport – Freight & delivery

419,983

Km

1

411,221

kgCO2e

Transport – Passenger vehicles

29,984

Km

3

5,445

kgCO2e

Total

 

 

 

611,372

kgCO2e

 

Intensity Ratio

 

0.0150

kgCO2e per £ turnover fruit sold

 

UK Greenhouse gas emissions and energy use data for the period 1 May 2021 to 30 April 2022

 

Energy Source

Consumption

Scope

Emissions

Gas

96,769

Kg

1

148,944

kgCO2e

Electricity

1,347,550

Kwh

2

260,589

kgCO2e

Transport – Freight & delivery

470,200

Km

1

488,307

kgCO2e

Transport – Passenger vehicles

28,456

Km

3

5,215

kgCO2e

Total

 

 

 

903,055

kgCO2e

 

Intensity Ratio

 

0.0211

kgCO2e per £ turnover fruit sold

 

 

Quantification and Reporting Methodology:

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

 

Intensity measurement:

The chosen intensity measurement ratio is total gross emissions in metric kilogrammes CO2e per value by turnover of fruit sold, a recommended ratio for the sector.

 

Measures taken to improve energy efficiency:

These include continuing to look at ways to reduce waste overall and specifically the potential for recycling of the label backing paper and the Skelton film after heat-sealing. A new ground based solar panel project is planned but it is currently taken over 9 months for EDF to respond with permission to go ahead and this is becoming an increasingly difficult hurdle to overcome, and after that planning permission might be needed as well even though it’s accepted that there are not enough pickers now to grow a crop commercially and so the ground remains fallow for the foreseeable future.

 

We are also planning to purchase a plastic shredding machine to shred the increasing number of single trip plastic crates that we receive. This is driven by retailers telling us not to use single use plastic punnets even though the crates are a greater amount of plastic per kg of fruit delivered and so although a retailer can say its reducing its use of plastic punnets, its actually doing so by increasing the carbon footprint of its operations overall.

 

WINTERWOOD FARMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 10 -
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.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt a going concern basis in preparing the annual financial statements.

 

Further details regarding the adoption of the going concern basis can be found in note 1.2 to the financial statements.

On behalf of the board
S M Taylor
Director
23 April 2024
WINTERWOOD FARMS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023
- 11 -

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.

WINTERWOOD FARMS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WINTERWOOD FARMS LTD
- 12 -
Opinion

We have audited the financial statements of Winterwood Farms Ltd (the 'company') for the year ended 30 April 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:

WINTERWOOD FARMS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINTERWOOD FARMS LTD
- 13 -
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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WINTERWOOD FARMS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINTERWOOD FARMS LTD
- 14 -

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 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Claire Parry FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
23 April 2024
Chartered Accountants
Statutory Auditor
Globe House
Eclipse Park
Sittingbourne Road
Maidstone
Kent
ME14 3EN
WINTERWOOD FARMS LTD
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 APRIL 2023
- 15 -
2023
2022
Notes
£
£
Turnover
3
40,870,323
42,869,572
Cost of sales
(37,530,196)
(38,233,462)
Gross profit
3,340,127
4,636,110
Administrative expenses
(2,077,748)
(1,782,799)
Other operating income
64,183
55,835
Exceptional item
4
4,863,528
(11,789)
Operating profit
5
6,190,090
2,897,357
Interest receivable and similar income
10
2,114,298
12,030
Interest payable and similar expenses
9
(2,613,977)
3,935
Amounts written off investments
11
25,101
72,468
Profit before taxation
5,715,512
2,985,790
Tax on profit
12
(128,266)
(736,251)
Profit for the financial year
5,587,246
2,249,539
Retained earnings brought forward
10,911,623
8,666,528
Dividends
13
(4,444)
(4,444)
Retained earnings carried forward
16,494,425
10,911,623

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

WINTERWOOD FARMS LTD
BALANCE SHEET
AS AT 30 APRIL 2023
30 April 2023
- 16 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
14
1,413,297
1,204,712
Tangible assets
15
3,361,430
3,341,994
Biological assets
17
64,868
95,739
Investment properties
16
302,377
-
0
Investments
18
18,356
18,356
5,160,328
4,660,801
Current assets
Stocks
21
469,927
507,251
Debtors falling due after more than one year
22
13,173,335
8,215,955
Debtors falling due within one year
22
3,349,745
3,496,011
Cash at bank and in hand
26,479
221,233
17,019,486
12,440,450
Creditors: amounts falling due within one year
23
(2,644,619)
(2,819,269)
Net current assets
14,374,867
9,621,181
Total assets less current liabilities
19,535,195
14,281,982
Creditors: amounts falling due after more than one year
26
(2,649,355)
(3,107,210)
Provisions for liabilities
Deferred tax liability
27
391,315
263,049
(391,315)
(263,049)
Net assets
16,494,525
10,911,723
Capital and reserves
Called up share capital
30
100
100
Profit and loss reserves
16,494,425
10,911,623
Total equity
16,494,525
10,911,723
The financial statements were approved by the board of directors and authorised for issue on 23 April 2024 and are signed on its behalf by:
S M Taylor
Director
Company Registration No. 03985775
WINTERWOOD FARMS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
39
2,090,446
2,402,378
Interest paid
(153,730)
(111,418)
Income taxes paid
(750,000)
(640,000)
Net cash inflow from operating activities
1,186,716
1,650,960
Investing activities
Purchase of intangible assets
(427,919)
(358,387)
Purchase of tangible fixed assets
(637,589)
(417,267)
Proceeds on disposal of tangible fixed assets
700
30,444
Purchase of biological assets
-
0
(38,961)
Purchase of investment property
(302,377)
-
0
Net (advances on)/receipts arising from loans made
350,180
(206,640)
Interest received
6,628
12,030
Net cash used in investing activities
(1,010,377)
(978,781)
Financing activities
Repayment of bank loans
(368,025)
(392,694)
(Payment of)/net proceeds from finance leases obligations
(248,480)
(369,789)
Net cash used in financing activities
(616,505)
(762,483)
Net decrease in cash and cash equivalents
(440,166)
(90,304)
Cash and cash equivalents at beginning of year
221,233
311,537
Cash and cash equivalents at end of year
(218,933)
221,233
Relating to:
Cash at bank and in hand
26,479
221,233
Bank overdrafts included in creditors payable within one year
(245,412)
-
0
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
- 18 -
1
Accounting policies
Company information

Winterwood Farms Ltd (the 'company') is a private company limited by shares incorporated in England and Wales. The registered office and principal place of business is Chartway Street, East Sutton, Maidstone, Kent, United Kingdom, ME17 3DN.

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 £1.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

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.

 

The directors are satisfied that the company has sufficient resources to meet its liabilities as they fall due for a period of at least twelve months from the date of signing of these financial statements. Accordingly, the financial statements are prepared on a going concern basis and do not include any adjustments which would be necessary if this basis of preparation was inappropriate.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

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.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
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.

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 years straight line
Development costs
10 years straight line
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 19 -
1.6
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:

Packhouse equipment
10-25% reducing balance or 4 years straight line
Packhouse and buildings
25 years straight line
Plant and machinery
10-25% reducing balance or 4 years straight line
Equipment, fixtures and fittings
25% reducing balance or 4 years straight line
Motor vehicles
20-25% reducing balance

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.

1.7
Biological assets

Biological assets includes growing crops and any produce harvested from those plants.

 

Biological assets are recognised only when three recognition criteria have been fulfilled:

 

The company measures biological assets at cost less accumulated depreciation and accumulated impairment losses.

 

In respect of agricultural produce harvested from a biological asset, this is measured at the point of harvest at either;

 

Depreciation is recognised on a straight line basis so as to write off the cost or valuation of assets less their residual values over each assets estimated useful economic life - which varies between 1 and 10 years.

1.8
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 20 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
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.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset 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.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price. 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.

 

Any purchased fruit stock is stated at the lower of cost and estimated selling price.

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.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
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.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 21 -
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.

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.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 22 -
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.

Derecognition of financial liabilities

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

1.14
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.

1.15
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.16
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.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 23 -
1.17
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.

1.18
Retirement benefits

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

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

1.20
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.21
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.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 24 -
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.

Going concern

As indicated in note 1.2 it is the directors’ assessment that the company continues to be a going concern. Accordingly, assets and liabilities have been valued on the basis that the company will continue in business. If this presumption proved to be mistaken the carrying value of assets and liabilities would need to be reappraised to reflect the impact of cessation.

Assessing indicators of impairment

In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year other than in respect of bad and doubtful trade debtor balances and loans made to related parties recognised in the financial statements.

Carrying value of long term loan assets

Under FRS 102 where loans due after more than one year have been made an assessment is required of the present value of that loan value where the interest charged is less than a market rate. As indicated in note 21 the directors have determined that the present value of loans due after more than one year made by the company is not materially different to the value reported in the balance sheet.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
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.

Estimating value in use

Where an indication of impairment exists the directors will carry out an impairment review to determine the recoverable amount, which is the higher of fair value less cost to sell and value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset and a suitable discount rate in order to calculate present value.

Recoverability of debtors

The company establishes a provision for receivables when they are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of individual or groups of customers.

Determining residual values and useful economic lives of intangible, biological and tangible fixed assets

The company depreciates intangible, biological and tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.

 

Judgement is applied by management when determining the residual values for intangible, biological and tangible fixed assets. When determining the residual value management aim to assess the amount that the company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
40,870,323
42,869,572
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
36,515,642
42,187,177
Europe
50,019
642,841
Rest of the world
4,304,662
39,554
40,870,323
42,869,572
2023
2022
£
£
Other revenue
Interest income
2,114,298
12,030
Grants received
64,183
55,835
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 26 -
4
Exceptional items
2023
2022
£
£
Expenditure
Impairment of loans due from related parties
-
160,929
Bad debt expense in relation to liquidation of subsidiary
-
(149,140)
Write back of impairment of loans due from related parties
(4,863,528)
-
(4,863,528)
11,789

For more information refer to the following notes:

Note 22 - Write back of impairment of loans due from related parties

 

 

 

5
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
30,734
69,622
Depreciation of owned tangible fixed assets
488,180
413,741
Depreciation of tangible fixed assets held under finance leases
129,795
169,509
Depreciation of biological assets
39,621
90,679
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
36,000
32,500
For other services
All other non-audit services
2,221
9,385
7
Employees

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

2023
2022
Number
Number
Sales and distribution
16
16
Administration
4
4
Fruit production and packing
285
273
Total
305
293
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
7
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
7,656,935
7,264,468
Social security costs
673,274
662,561
Pension costs
114,766
118,956
8,444,975
8,045,985
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
80,002
76,237
Company pension contributions to defined contribution schemes
1,468
1,407
81,470
77,644

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 2).

Total remuneration for qualifying services was £89,413 (2022: £84,970). £9,411 (2022: £8,733) of remuneration costs have been capitalised as Intangible Fixed Asset additions in the year.

9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
135,404
87,874
Other interest on financial liabilities
18,326
23,544
153,730
111,418
Other finance costs:
Exchange differences on financing transactions
2,460,247
(115,353)
2,613,977
(3,935)
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 28 -
10
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
136
-
0
Interest receivable from associated undertakings
2,107,670
-
0
Other interest income
6,492
12,030
Total income
2,114,298
12,030
11
Amounts written off investments
2023
2022
£
£
Fair value gains on financial instruments
Change in value of financial assets held at fair value through profit or loss
25,101
72,468
12
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
524,859
Adjustments in respect of prior periods
-
0
121,129
Total current tax
-
0
645,988
Deferred tax
Origination and reversal of timing differences
128,266
90,263
Total tax charge
128,266
736,251
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
12
Taxation
(Continued)
- 29 -

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

2023
2022
£
£
Profit before taxation
5,715,512
2,985,790
Expected tax charge based on the standard rate of corporation tax in the UK of 19.49% (2022: 19.00%)
1,113,953
567,300
Tax effect of expenses that are not deductible in determining taxable profit
16,123
30,529
Tax effect of income not taxable in determining taxable profit
(960,411)
-
0
Adjustments in respect of prior years
-
0
121,149
Research and development tax credit
(94,209)
(139,158)
Fixed asset differences
52,810
156,431
Taxation charge for the year
128,266
736,251
13
Dividends
2023
2022
£
£
Final paid
4,444
4,444
14
Intangible fixed assets
Software
Development costs
Total
£
£
£
Cost
At 1 May 2022
1,525,185
240,237
1,765,422
Additions - internally developed
386,371
41,548
427,919
At 30 April 2023
1,911,556
281,785
2,193,341
Amortisation and impairment
At 1 May 2022
477,770
82,940
560,710
Amortisation charged for the year
191,156
28,178
219,334
At 30 April 2023
668,926
111,118
780,044
Carrying amount
At 30 April 2023
1,242,630
170,667
1,413,297
At 30 April 2022
1,047,415
157,297
1,204,712
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 30 -
15
Tangible fixed assets
Packhouse equipment
Packhouse and buildings
Plant and machinery
Equipment, fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2022
5,425,767
4,421,511
494,351
329,559
315,223
10,986,411
Additions
542,704
32,735
38,652
15,905
7,593
637,589
Disposals
-
0
-
0
-
0
-
0
(1,000)
(1,000)
At 30 April 2023
5,968,471
4,454,246
533,003
345,464
321,816
11,623,000
Depreciation
At 1 May 2022
4,241,276
2,713,184
268,652
180,632
240,673
7,644,417
Depreciation charged in the year
351,982
178,340
37,463
30,393
19,797
617,975
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(822)
(822)
At 30 April 2023
4,593,258
2,891,524
306,115
211,025
259,648
8,261,570
Carrying amount
At 30 April 2023
1,375,213
1,562,722
226,888
134,439
62,168
3,361,430
At 30 April 2022
1,184,491
1,708,327
225,699
148,927
74,550
3,341,994

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2023
2022
£
£
Plant and machinery
54,402
61,149
Equipment, fixtures and fittings
848
1,130
Motor vehicles
14,953
19,000
Packhouse equipment
467,831
584,789
Packhouse and buildings
33,440
35,200

Depreciation amounting to £129,795 (2022: £169,509) was charged in respect of leased assets during the year.

16
Investment property
2023
£
Fair value
At 1 May 2022
-
0
Additions through external acquisition
302,377
At 30 April 2023
302,377
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
16
Investment property
(Continued)
- 31 -

Investment property comprises a residential property on Oaktree Avenue, Maidstone. The fair value of the investment property has been arrived at on the basis of the purchase cost plus directly attributable expenditure. The purchase was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

17
Biological assets
Crops
£
Cost
At 1 May 2022 and 30 April 2023
340,413
Depreciation
At 1 May 2022
244,674
Depreciation charged for the year
30,871
At 30 April 2023
275,545
Carrying amount
At 30 April 2023
64,868
At 30 April 2022
95,739
18
Fixed asset investments
2023
2022
Notes
£
£
Investments in associates
18
18,356
18,356
Fixed asset investments not carried at market value

Interests in subsidiaries, associates and jointly controlled entities 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.

Movements in fixed asset investments
Shares in group undertakings and participating interests
£
Cost
At 1 May 2022 & 30 April 2023
18,356
Carrying amount
At 1 May 2022 & 30 April 2023
18,356
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 32 -
19
Associates

These financial statements are separate company financial statements for Winterwood Farms Ltd.

 

The company has holdings in associate undertakings which are not consolidated. Separate financial statements for each associate are prepared.

 

Details of the company's associates at 30 April 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Corkon (Pty) Ltd
82 Vooretrekker Street, Porterville, 6810, Republic of South Africa
ORD
50.00
Winterwood Holdings SA (Pty)
Ltd
Dreampack Building, De Hoek Road, Saron, 6812, Republic of South Africa
ORD
29.06
The aggregate capital and reserves and the result for the year of significant undertakings noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Corkon (Pty) Ltd
(182,695)
(98,855)
Winterwood Holdings SA (Pty)
Ltd
(4,690,645)
(15,098,748)
20
Financial instruments
2023
2022
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
1,931
27,032
21
Stocks
2023
2022
£
£
Packaging
459,927
504,922
Livestock
10,000
2,329
469,927
507,251
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 33 -
22
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,584,132
1,640,706
Corporation tax recoverable
225,056
138,612
Other debtors
608,493
816,653
Prepayments and accrued income
932,064
900,040
3,349,745
3,496,011
2023
2022
Amounts falling due after more than one year:
£
£
Amounts due from associate undertakings
13,173,335
8,215,955
Total debtors
16,523,080
11,711,966

Amounts due from associate undertakings

Winterwood Holdings SA (Pty) Ltd

Amounts due from associate undertakings includes £13,111,987 (2022: £8,131,228) from Winterwood Holdings SA (Pty) Ltd, a company registered in South Africa. The loan is denominated in Rand and at the year end amounted to R411,043,30717,838,219 (2022: R353,460,78317,793,320) before impairment and interest. The loan is unsecured, bears interest at a rate determined from time to time and is repayable within 25 years with no fixed repayments within the next twelve months. In addition Winterwood Farms Ltd has agreed to assist Winterwood Holdings SA (Pty) Ltd by subordinating a claim of R230,212,777 (2022: R250,506,501) of Winterwood Farm Ltd's loan account against Winterwood Holdings SA (Pty) Ltd.

 

A write back of impairment adjusments made in prior periods has been made to this loan to reflect the positive expectations of profitablility of the underlying subsidiaries of Winterwood Holdings SA (Pty) Ltd. Whilst as at 30 April 2023 this company did not have sufficient net assets should the loan be called in, the forecasts prepared by management support the future recoverability of more of this loan in time. With an impairment brought forward of £9,589,760 and a write back of impairment of £4,863,528, the resulting net balance due to Winterwood Farms Ltd at 30 April 2023 of £13,111,987 (2022: £8,131,228).

 

It is the directors' opinion that the present value of the loan falling due after more than one year is not materially different to the value reported in the balance sheet.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 34 -
23
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans and overdrafts
24
604,279
394,549
Obligations under finance leases
25
109,306
241,095
Trade creditors
1,239,156
779,154
Corporation tax
-
0
663,556
Other taxation and social security
541,818
482,553
Derivative financial instruments
1,931
27,032
Government grants
28
-
0
52,938
Other creditors
77,735
35,204
Accruals and deferred income
70,394
143,188
2,644,619
2,819,269

The company purchases interest rate swaps to manage interest rate risk volatility. The fair values of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices. Where quoted prices are not available for derivatives the fair value of derivatives has been calculated by discounting the expected future cash flows at prevailing interest rates.

24
Loans and overdrafts
2023
2022
£
£
Bank loans
2,963,041
3,331,066
Bank overdrafts
245,412
-
0
3,208,453
3,331,066
Payable within one year
604,279
394,549
Payable after one year
2,604,174
2,936,517

The bank loans and overdrafts are secured by a debenture between the company and the bank, incorporating a fixed and a floating charge over the current and future assets of the company.

 

A bank loan was taken out in September 2007 for £4,450,000, repayable over 20 years bearing interest of 0.95% over the prevailing Bank of England base rate.

 

In July 2019, all other bank loans were consolidated and refinanced into one loan. This amounted to £2,200,000, repayable over 5 years bearing interest of 1.95% over the prevailing Bank of England base rate.

One of the directors has provided a personal guarantee of £6,000,000 in favour of Barclays Bank plc, and the bank loan and overdraft are also secured by incorporating a charge on his personal assets.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 35 -
25
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
109,306
241,095
In two to five years
45,181
161,872
154,487
402,967

Obligations under hire purchase contracts are secured against the related assets.

26
Creditors
2023
2022
Amounts falling due after more than one year:
Notes
£
£
Bank loans and overdrafts
24
2,604,174
2,936,517
Obligations under finance leases
25
45,181
161,872
Government grants
28
-
0
8,821
2,649,355
3,107,210
Amounts included above which fall due after five years are as follows:
Payable by instalments
-
36,281
27
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
391,315
263,049
2023
Movements in the year:
£
Liability at 1 May 2022
263,049
Charge to profit or loss
128,266
Liability at 30 April 2023
391,315

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 36 -
28
Government grants
2023
2022
£
£
Arising from government grants
-
61,759

Deferred income is included in the financial statements as follows:

Current liabilities
-
0
52,938
Non-current liabilities
-
0
8,821
-
0
61,759

In the year ended 30 April 2019 the company received a grant amounting to £264,688 from the Rural Payments Agency in relation to a project to purchase packhouse equipment. The grant is recognised in income over the useful economic life of the asset, in this case 5 years.

29
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
114,766
118,956

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.

30
Share capital
2023
2022
Ordinary share capital
£
£
Issued and fully paid
100 of £1 each
100
100

The company has one class of shares which carry no right to fixed income. All shares rank pari passu to each other.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 37 -
31
Financial commitments, guarantees and contingent liabilities

The company became a surety and co-principal debtor on 11 October 2006 for repayment on demand of any sum or sums of money which Lushof Fruit (Pty) Ltd may now, or at any time thereafter, owe ABSA Bank Ltd or its successors. The amount recoverable from Winterwood Farms Ltd will not exceed the sum of ZAR1,750,000, together with such further sums in respect of interest and costs already accrued or which may thereafter accrue until the date of payment of the ZAR1,750,000. Lushof Fruit (Pty) Ltd is a subsidiary undertaking of Dreammaker Fruits (Pty) Ltd; Dreammaker Fruits (Pty) Ltd is a subsidiary undertaking of Winterwood Holdings SA (Pty) Ltd, an associate of the company.

 

The company became a surety and co-principal debtor in 2002 for repayment on demand of any sum or sums of money which Melwood Fruit (Pty) Ltd may now, or at any time thereafter, owe Standard Bank Ltd or its successors. The amount recoverable from Winterwood Farms Limited will not exceed the sum of ZAR300,000, together with such further sums in respect of interest and costs already accrued or which may thereafter accrue until the date of payment of the ZAR300,000. Melwood Fruit (Pty) Ltd is a subsidiary undertaking of Winterwood Holdings SA (Pty) Ltd, an associate of the company.

 

32
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the company for certain of its properties. the financial statements include £77,535 (2022: £57,363) in payments recognised as an expense.

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
73,944
64,108
Between two and five years
72,266
126,245
146,210
190,353
33
Capital commitments

At 30 April 2023 the company had entered into no capital commitments.

34
Other commitments

As at 30 April 2023, the company has entered into forward currency agreements to purchase Polish Zloty to the sum of £125,000 and South African Rand to the sum of £161,621 after the reporting date.

35
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
Dreampack (Pty) Ltd
Under the control of key management
Pioterberry Sp. z o.o
Under the control of key management
Polana Sp. z o.o
Under the control of key management
Winterwood Holdings (SA) Pty Ltd
Associate
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
35
Related party transactions
(Continued)
- 38 -
Description of
Income
Payments
transaction
2023
2022
2023
2022
£
£
£
£
Dreampack (Pty) Ltd
Sales of goods or services/interest receivable
-
0
4,000
-
0
-
0
Pioterberry Sp. z o.o
Sales of goods or services
-
0
22,887
2,338,432
2,367,742
Polana Sp. z o.o
Sales of goods or services/proceeds on disposal of fixed assets
239,904
404,681
205,218
23,705
Winterwood Holdings (SA) Pty Ltd
Sales of goods or services/interest receivable
2,172,070
39,554
-
0
-
0

Winterwood Holdings SA (Pty) Ltd and Dreampack (Pty) Ltd are registered in Republic of South Africa. Blue Forest Sp. z o.o, Pioterrberry Sp. z o.o and Polana Sp. z o.o are registered in Poland.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
35
Related party transactions
(Continued)
- 39 -
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£
£
£
£
Blue Forest Sp. z o.o
17,881
17,881
-
0
-
0
Corkon (Pty) Ltd
61,348
84,727
-
0
-
0
Dreampack (Pty) Ltd
-
0
-
0
7,202
7,202
Polana Sp. z o.o
326,504
200,910
173
-
0
Winterwood Holdings SA (Pty) Ltd
13,111,987
8,131,228
-
0
-
0
Other information

At the year end the loan due from Winterwood Holdings SA (Pty) Ltd was considered to be impaired by £4,887,161 (2022: £9,589,760).

 

At the year end the loan due from Blue Forest Sp. z o. o (Pty) Ltd was considered to be impaired by £160,929 (2022: £160,929).

36
Directors' transactions

Loans have been granted by the company to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Director's loan account
2.00
-
-
(50,000)
(50,000)
Director's loan account
2.00
267,362
46,829
(58,197)
255,994
Director's loan account
2.00
326,442
-
(324,647)
1,795
593,804
46,829
(432,844)
207,789

During the year the company paid rent to a director amounting to £75,424 (2022: £57,363).

37
Ultimate controlling party

The ultimate controlling party is S M Taylor.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 40 -
38
Analysis of changes in net debt
1 May 2022
Cash flows
30 April 2023
£
£
£
Cash at bank and in hand
221,233
(194,754)
26,479
Bank overdrafts
-
0
(245,412)
(245,412)
221,233
(440,166)
(218,933)
Borrowings excluding overdrafts
(3,331,066)
368,025
(2,963,041)
Obligations under finance leases
(402,967)
248,480
(154,487)
(3,512,800)
176,339
(3,336,461)
39
Cash generated from operations
2023
2022
£
£
Profit for the year after tax
5,587,246
2,249,539
Adjustments for:
Taxation charged
128,266
736,251
Finance costs
2,613,977
(3,935)
Investment income
(2,114,298)
(12,030)
(Gain)/loss on disposal of tangible fixed assets
(522)
30,358
Amortisation and impairment of intangible assets
219,334
176,543
Depreciation and impairment of tangible fixed assets
617,975
583,250
Depreciation of biological assets
30,871
90,679
Other gains and losses
(25,101)
(72,468)
Movements in working capital:
Decrease/(increase) in stocks
37,324
(83,098)
Increase in debtors
(5,406,770)
(616,728)
Increase/(decrease) in creditors
463,903
(623,045)
Decrease in deferred income
(61,759)
(52,938)
Cash generated from operations
2,090,446
2,402,378
2023-04-302022-05-01falseCCH SoftwareCCH Accounts Production 2023.300T GilhamS M TaylorS M TaylorMrs. J 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