Company Registration No. 07931451 (England and Wales)
Farmers Guardian Limited
Annual report and financial statements
for the year ended 31 December 2023
Farmers Guardian Limited
Company information
Directors
Simon Foster
Claire Kraft
Company number
07931451
Registered office
Unit 4 Fulwood Park
Caxton Road
Fulwood
Preston
PR2 9NZ
Independent auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Bankers
National Westminster Bank Plc
Maritime
Chatham
ME4 4RT
Farmers Guardian Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 26
Farmers Guardian Limited
Strategic report
For the year ended 31 December 2023
1
The directors present the strategic report for the year ended 31 December 2023 for Farmers Guardian Limited.
Review of the business
Farmers Guardian Limited (the Company) publishes industry specific media content tailored to the UK agricultural market. Publications include the Farmers Guardian weekly newspaper and the monthly Dairy Farmer magazine. The Company also provides events and digital products to its customers.
The profit for the year before taxation amounts to £0.830m (2022: £2.251m).
Revenue decreased by 3.6% to £9.0m (2022: £9.4m). This decline in turnover is attributed primarily to a slowdown in the print sales segment.
Principal risks and uncertainties
The objective of the Board is to manage risk across the Group (Arc Investco Limited and its subsidiaries) of which the Company is a member, in order to enable the Group to achieve its business objectives. Changes to these objectives may result in a change to the risks faced by the Group and this is monitored closely by the Board. The main risks arising from the Group's financial instruments which also affect the Company are credit risk and liquidity risk.
Credit risk
In the normal course of business, the Company incurs credit risk associated with cash and trade receivables. The Company follows the Group's credit policy that is used to manage this exposure to credit risk. The company does not have a significant concentration of risk with any single entity.
Liquidity risk
Liquidity risk represents the Company's ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an ongoing basis for all entities within the Group. The Company generates sufficient cash flows from its operating activities to meet its financial obligations.
Key performance indicators
The Directors monitor the performance of the business by reference to key financial performance indicators. These indicators include revenue, contribution and earnings before tax, depreciation and amortisation (EBITDA).
2023
2022
£
£
Profit before taxation
829,927
2,250,901
Interest
-
-
Depreciation
199,996
44,443
Amortisation
76,223
73,240
EBITDA
1,106,146
2,368,584
In addition, the Directors monitor the yields across classified, display and membership income as well as renewal rates for both members and exhibitions.
Future development
In 2024 Farmers Guardian will continue to develop its offerings on a customer centric, platform neutral, digitally underpinned basis. This will include the development of additional cross-media packages for its customers.
Farmers Guardian Limited
Strategic report (continued)
For the year ended 31 December 2023
2
Simon Foster
Director
30 September 2024
Farmers Guardian Limited
Directors' report
For the year ended 31 December 2023
3
The directors present their report and the audited financial statements of the company for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of publishing specific media content tailored to the UK agricultural market.
Results and dividends
The results for the year are set out on page 10 on the Statement of Comprehensive Income.
No ordinary dividends were paid. 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:
Simon Foster
Leighton Newbury
(Resigned 31 March 2024)
Jonathon Whiteley
(Resigned 31 March 2024)
Claire Kraft
(Appointed 31 March 2024)
Post reporting date events
The Directors confirm that there have been no post balance sheet events that require disclosure or that have a significant impact on the financial statements as of the date of this report.
Auditor
The auditors, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Statement of directors' responsibilities
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business;
state whether applicable UK accounting standards have been followed subject to any material departures disclosed and explained in the financial statements.
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.
Farmers Guardian Limited
Directors' report (continued)
For the year ended 31 December 2023
4
Matters covered in the Strategic report
Details of the Company's Business review, Principal Risk and Uncertainties, Financial Key Performance Indicator and Future Development sections are disclosed in the Strategic Report as permitted by s414c(11) of the Companies Act.
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 company remains profitable and is expected to continue to operate profitably for the foreseeable future. After reviewing the resources and credit facilities available to the company, the directors are confident that the company has sufficient resources to continue its operations for the foreseeable future. Although not expected to be needed, additionally, the directors have received confirmation from the ultimate parent company, Arc Investco Limited, that financial support will be provided if the situation arises. Arc Investco Limited has confirmed both its ability and intention to offer financial assistance to the company for a period of at least 12 months plus one day from the signing of the financial statements. The directors of the company are common directors of the parent company and are confident support will be available if needed.
Based on the company's business activities and the availability of financial support from its parent company, the directors have a reasonable expectation that the company will be able to continue its operations for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Simon Foster
Director
30 September 2024
Farmers Guardian Limited
Independent auditor's report
To the member of Farmers Guardian Limited
5
Opinion on the financial statements
In our opinion the financial statements:
We have audited the financial statements of Farmers Guardian Limited (“the Company”) for the year ended 31 December 2023 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain 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.
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.
The directors are responsible for the other information. The other information comprises the information included in the Annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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.
Farmers Guardian Limited
Independent auditor's report (continued)
To the member of Farmers Guardian Limited
6
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ report, 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.
Farmers Guardian Limited
Independent auditor's report (continued)
To the member of Farmers Guardian Limited
7
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.
Extent to which the audit was 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
Our understanding of the Company and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
we considered the significant laws and regulations to be Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice), the Companies Act of 2006, Data Protection Act 2018, General Data Protection Regulation (GDPR), and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be regulations such as National Insurance and VAT requirements.
Our procedures in respect of the above included:
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Agreed audited financial statement figures to the tax computation prepared by management’s tax preparer and recalculated key tax figures; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Farmers Guardian Limited
Independent auditor's report (continued)
To the member of Farmers Guardian Limited
8
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override of controls.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year, which met a defined-risk criteria, by agreeing to supporting documentation;
Critically assessing the accounting policies and areas of the financial statements which include judgement and estimates, as set out in the financial statements;
Testing the financial statement disclosures to supporting documentation, performing substantive testing on account balances which were considered to be a greater risk of susceptibility to fraud;
We confirmed the completeness of journal data and verified transaction listings. We applied specific risk criteria to filter and review journal entries, especially manual entries;
Challenging management’s assessments, assumptions and evaluating data used as the basis for making estimates to assess whether judgements made in making accounting estimates are indicative of potential bias by management, with a particular focus on year-end judgments;
Our audit planning assessed fraud risks in relation to management override of controls and inappropriate or incorrect recognition of revenue (revenue recognition assessed for each stream);
We reviewed each revenue stream to identify potential errors and ensure robust controls were in place, though no reliance is placed on controls testing for assurance; and
Our procedures included assessing revenue recognition policies against UK GAAP, reviewing post-closing entries, and conducting substantive testing of transactions for accuracy and completeness.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
Farmers Guardian Limited
Independent auditor's report (continued)
To the member of Farmers Guardian Limited
9
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.
Peter Smithson (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
Date
30 September 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Farmers Guardian Limited
Statement of comprehensive income
For the year ended 31 December 2023
10
2023
2022
as restated
Notes
£
£
Turnover
3
9,035,902
9,369,742
Cost of sales
(5,278,168)
(5,324,646)
Gross profit
3,757,734
4,045,096
Administrative expenses
(2,927,807)
(1,794,195)
Profit before taxation
829,927
2,250,901
Tax on profit
6
529,535
(352,379)
Profit for the financial year
1,359,462
1,898,522
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income for 2023 (2022: £nil).
The notes on pages 13 to 26 form part of these financial statements.
Farmers Guardian Limited
Statement of financial position
As at 31 December 2023
11
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
7
190,984
102,357
Tangible assets
8
588,646
50,868
Investments
9
6,254,751
6,020,627
7,034,381
6,173,852
Current assets
Debtors falling due after more than one year
11
91,797
Debtors falling due within one year
11
21,189,967
6,916,400
Cash at bank and in hand
441,647
1,981,722
21,723,411
8,898,122
Creditors: amounts falling due within one year
12
(20,438,329)
(8,111,973)
Net current assets
1,285,082
786,149
Net assets
8,319,463
6,960,001
Capital and reserves
Called up share capital
15
1,000
1,000
Share premium account
4,860,334
4,860,334
Profit and loss reserves
3,458,129
2,098,667
Total equity
8,319,463
6,960,001
The notes on pages 13 to 26 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
Simon Foster
Director
Company Registration No. 07931451
Farmers Guardian Limited
Statement of changes in equity
For the year ended 31 December 2023
12
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
1,000
99,000
200,145
300,145
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
1,898,522
1,898,522
Issue of share capital
15
4,761,334
-
4,761,334
Balance at 31 December 2022
1,000
4,860,334
2,098,667
6,960,001
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,359,462
1,359,462
Balance at 31 December 2023
1,000
4,860,334
3,458,129
8,319,463
The notes on pages 13 to 26 form part of these financial statements.
Farmers Guardian Limited
Notes to the financial statements
For the year ended 31 December 2023
13
1
Accounting policies
Company information
Farmers Guardian Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, PR2 9NZ. The principal activities are set out in the strategic report.
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 pound 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:
- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The results of Farmers Guardian Limited are included in the consolidated financial statements of Arc Investco Limited as at 31 December 2023, which are available from Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, PR2 9NZ.
1.2
Going concern
The company remains profitable and is expected to continue to operate profitably for the foreseeable future. After reviewing the resources and credit facilities available to the company, the directors are confident that the company has sufficient resources to continue its operations for the foreseeable future. Although not expected to be needed, additionally, the directors have received confirmation from the ultimate parent company, Arc Investco Limited, that financial support will be provided if the situation arises. Arc Investco Limited has confirmed both its ability and intention to offer financial assistance to the company for a period of at least 12 months plus one day from the signing of the financial statements. The directors of the company are common directors of the parent company and are confident support will be available if needed.true
Based on the company's business activities and the availability of financial support from its parent company, the directors have a reasonable expectation that the company will be able to continue its operations for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
14
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.
Subscription income is deferred in full and subsequently recognised on a straight line basis over the life of the membership contract.
Advertising revenue is recognised on the date of publication as this is the point in time at which it is considered that the risks and rewards have transferred to the customer.
Income from events is recognised on the date an event takes place.
Advance exhibitor and attendee revenues for events are deferred in full on inception and subsequently recognised in profit and loss when the event takes place.
1.4
Intangible fixed assets - goodwill
Goodwill arising on a business combination represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 8 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired.
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Intangible fixed assets other than goodwill
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets for website and software development costs are recognised as an asset if and only if specific criteria as set out in FRS 102 are met, in order to demonstrate that the asset will generate probable future economic benefits and that its cost can be reliably measured.
Amortisation is recognised so as to write off the cost of website and software assets less their residual values over their useful lives on the following bases:
Website & software
Straight line over 3 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Office equipment
Straight line over 3 years
Fixtures & fittings
Straight line over 3 years
Computer equipment
Straight line over 3 years
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
15
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
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.
1.8
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.
1.9
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.
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 statement of financial position 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, 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.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
16
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 and loans from fellow group companies, 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.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
17
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 income statement 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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
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.
1.14
Retirement benefits
Payments to defined contribution retirement schemes are charged as an expense as they fall due.
1.15
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.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
18
1.16
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.
2
Critical accounting 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Investments
Judgements are required in assessing the recoverable value of the company's investments. Where indications of impairment exist the company reviews the carrying value of its investments for principal impairment based on their recoverable values, being the higher of the investments value in use and fair value less costs to sell.
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:
Recoverability of amounts owed by group undertakings
Provision for impairment of the carrying value of amounts owed by group undertakings is made based on management's estimate of the prospect of recovering the amounts due, which includes considering the solvency of the counterparty and its future outlook, based on budgets and forecasts prepared by management.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Advertising
5,316,698
5,686,118
Subscription
3,398,696
3,505,062
Events
320,508
178,562
9,035,902
9,369,742
Turnover was entirely generated within the UK.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
19
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(70,108)
81,313
Fees payable to the company's auditor for the audit of the company's financial statements
40,500
37,500
Depreciation of owned tangible fixed assets
199,996
44,443
Amortisation of intangible assets
76,223
73,240
Operating lease charges
96,480
96,000
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Selling, publication and administration
98
86
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
3,520,219
2,565,610
Social security costs
295,522
278,906
Pension costs
138,574
124,199
3,836,698
2,968,715
Remuneration costs for sales staff are included within cost of sales and total £748,533 (2022 as restated: £900,106).
The directors are remunerated through other group undertakings, as done in the prior year.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
20
6
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
437,738
Adjustments in respect of prior periods
(437,738)
(85,359)
Total current tax
(437,738)
352,379
Deferred tax
Origination and reversal of timing differences
(86,365)
Changes in tax rates
(5,432)
Total deferred tax
(91,797)
Total tax (credit)/charge
(529,535)
352,379
The actual (credit)/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
829,927
2,250,901
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
195,203
427,671
Tax effect of expenses that are not deductible in determining taxable profit
666
377
Adjustments in respect of prior years
(437,738)
(85,359)
Effect of change in corporation tax rate
(5,432)
Group relief
(206,436)
Deferred tax not provided for
(75,798)
9,690
Taxation (credit)/charge for the year
(529,535)
352,379
Factors that may affect future tax charges
The Finance Act 2021 was substantively enacted in May 2021 and increased the corporation tax rate from 19% to 25% with effect from 1 April 2023. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
21
7
Intangible fixed assets
Goodwill
Website & software
Total
£
£
£
Cost
At 1 January 2023
7,719,934
709,274
8,429,208
Additions
164,850
164,850
At 31 December 2023
7,719,934
874,124
8,594,058
Amortisation and impairment
At 1 January 2023
7,719,934
606,917
8,326,851
Amortisation charged for the year
76,223
76,223
At 31 December 2023
7,719,934
683,140
8,403,074
Carrying amount
At 31 December 2023
190,984
190,984
At 31 December 2022
102,357
102,357
Website costs are all internally generated intangible assets. Software relates to purchased computer software.
8
Tangible fixed assets
Office equipment
Fixtures & fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2023
17,328
54,315
526,713
598,356
Additions
22,631
405,341
309,801
737,773
At 31 December 2023
39,959
459,656
836,514
1,336,129
Depreciation and impairment
At 1 January 2023
13,749
52,116
481,622
547,487
Depreciation charged in the year
5,822
116,039
78,135
199,996
At 31 December 2023
19,571
168,155
559,757
747,483
Carrying amount
At 31 December 2023
20,388
291,501
276,757
588,646
At 31 December 2022
3,579
2,199
45,090
50,868
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
22
9
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
10
6,254,751
6,020,627
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
6,020,627
Settlement of deferred consideration
234,124
At 31 December 2023
6,254,751
Carrying amount
At 31 December 2023
6,254,751
At 31 December 2022
6,020,627
The increase in investment represents the amount paid in settlement of deferred consideration, in excess of the estimate made at the date of acquisition.
10
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
FoodCompanions Impact B.V.
1
Ordinary
100
-
FoodCompanions B.V.
1
Ordinary
100
-
Registered office addresses:
1
John M. Keynesplein 4 1066 EP Amsterdam, Netherlands
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
23
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
701,524
974,372
Amounts owed by group undertakings
20,282,281
5,741,197
Other debtors
73,715
76,022
Prepayments and accrued income
132,447
124,809
21,189,967
6,916,400
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 14)
91,797
Total debtors
21,281,764
6,916,400
Amounts owed by group undertakings are unsecured, interest free and there are no set terms of repayment.
12
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
333,485
382,748
Amounts owed to group undertakings
18,593,154
5,091,954
Corporation tax
444,599
Other taxation and social security
206,943
120,315
Other creditors
59,420
1,049,578
Accruals and deferred income
1,245,327
1,022,779
20,438,329
8,111,973
Amounts owed to group undertakings falling due within one year are unsecured, interest free and there are no set terms of repayment.
13
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
138,574
124,199
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.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
13
Retirement benefit schemes (continued)
24
At the balance sheet date, outstanding contributions amounts to £nil (2022: £nil) and are included within other creditors.
14
Deferred taxation
The following are the deferred tax assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£
£
Accelerated capital allowances
76,151
-
Short term timing differences
15,646
-
91,797
-
2023
Movements in the year:
£
At 1 January 2023
-
Credit to profit or loss
(91,797)
Asset at 31 December 2023
(91,797)
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100,001
100,001
1,000
1,000
The company has one class of ordinary share carrying full rights to voting, dividends and distribution of capital.
16
Events after the reporting date
There are no disclosable post balance sheet events.
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
25
17
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
88,000
Between two and five years
384,000
In over five years
416,000
888,000
18
Ultimate controlling party
The immediate parent undertaking is Arc Media Holdings Limited. The ultimate parent company is Arc Investco Limited. This is the only group of which the company is a member for which group financial statements are prepared. Copies of the group financial statements are available from the company's registered office at Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, England, PR2 9NZ.
In the opinion of the directors, there is no ultimate controlling party.
19
Related party transactions
The company has taken advantage of the exemption under paragraph 33.1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group.
20
Prior period adjustment
Management has reviewed the classification of certain expenses and has determined that salary and other costs for sales staff should be categorised as costs of sale, and salary and other costs for marketing staff should be classified as administrative expenses. Both teams were previously categorised as distribution costs. The comparative figures in the profit and loss account have therefore been restated to give consistent presentation across the two years. The restatement does not affect reported profit for the period.
Changes to the statement of financial position
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Net assets
6,960,001
-
6,960,001
Capital and reserves
Total equity
6,960,001
-
6,960,001
Farmers Guardian Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
20
Prior period adjustment (continued)
26
Changes to the income statement
As previously reported
Adjustment
As restated
Period ended 31 December 2022
£
£
£
Cost of sales
(4,049,209)
(1,275,437)
(5,324,646)
Distribution costs
(1,784,463)
1,784,463
Administrative expenses
(1,285,169)
(509,026)
(1,794,195)
Profit for the financial period
1,898,522
-
1,898,522
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2023.300Simon FosterLeighton NewburyJonathon WhiteleyClaire Kraftfalse079314512023-01-012023-12-3107931451bus:Director12023-01-012023-12-3107931451bus:Director42023-01-012023-12-3107931451bus:Director22023-01-012023-12-3107931451bus:Director32023-01-012023-12-3107931451bus:RegisteredOffice2023-01-012023-12-3107931451bus:Agent12023-01-012023-12-31079314512023-12-31079314512022-01-012022-12-3107931451core:ContinuingOperations2022-01-012022-12-3107931451core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3107931451core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3107931451core:OtherResidualIntangibleAssets2023-12-3107931451core:OtherResidualIntangibleAssets2022-12-3107931451core:Goodwill2023-12-3107931451core:ComputerSoftware2023-12-3107931451core:Goodwill2022-12-3107931451core:ComputerSoftware2022-12-31079314512022-12-3107931451core:PlantMachinery2023-12-3107931451core:FurnitureFittings2023-12-3107931451core:ComputerEquipment2023-12-3107931451core:PlantMachinery2022-12-3107931451core:FurnitureFittings2022-12-3107931451core:ComputerEquipment2022-12-3107931451core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3107931451core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3107931451core:WithinOneYear2023-12-3107931451core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3107931451core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3107931451core:CurrentFinancialInstruments2023-12-3107931451core:CurrentFinancialInstruments2022-12-3107931451core:ShareCapital2023-12-3107931451core:ShareCapital2022-12-3107931451core:SharePremium2023-12-3107931451core:SharePremium2022-12-3107931451core:RetainedEarningsAccumulatedLosses2023-12-3107931451core:RetainedEarningsAccumulatedLosses2022-12-3107931451core:ShareCapital2021-12-3107931451core:SharePremium2021-12-3107931451core:RetainedEarningsAccumulatedLosses2021-12-31079314512021-12-3107931451core:ShareCapital2022-01-012022-12-3107931451core:SharePremium2022-01-012022-12-3107931451core:Goodwill2023-01-012023-12-3107931451core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3107931451core:PlantMachinery2023-01-012023-12-3107931451core:FurnitureFittings2023-01-012023-12-3107931451core:ComputerEquipment2023-01-012023-12-3107931451core:OwnedAssets2023-01-012023-12-3107931451core:OwnedAssets2022-01-012022-12-3107931451core:UKTax2023-01-012023-12-3107931451core:UKTax2022-01-012022-12-310793145112023-01-012023-12-310793145112022-01-012022-12-3107931451core:Goodwill2022-12-3107931451core:ComputerSoftware2022-12-31079314512022-12-3107931451core:Goodwillcore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3107931451core:ComputerSoftwarecore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3107931451core:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3107931451core:ComputerSoftware2023-01-012023-12-3107931451core:PlantMachinery2022-12-3107931451core:FurnitureFittings2022-12-3107931451core:ComputerEquipment2022-12-3107931451core:Non-currentFinancialInstruments2023-12-3107931451core:Non-currentFinancialInstruments2022-12-3107931451core:Subsidiary12023-01-012023-12-3107931451core:Subsidiary22023-01-012023-12-3107931451core:Subsidiary112023-01-012023-12-3107931451core:Subsidiary212023-01-012023-12-3107931451core:WithinOneYear2022-12-3107931451core:BetweenTwoFiveYears2023-12-3107931451core:BetweenTwoFiveYears2022-12-3107931451core:MoreThanFiveYears2023-12-3107931451core:MoreThanFiveYears2022-12-3107931451bus:PrivateLimitedCompanyLtd2023-01-012023-12-3107931451bus:FRS1022023-01-012023-12-3107931451bus:Audited2023-01-012023-12-3107931451bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP