The directors present the strategic report for the year ended 31 March 2024.
This Strategic Report has been prepared for the group and therefore gives greater emphasis to those matters which are significant to A.J. And R.G. Barber Limited and its subsidiary undertakings, when viewed as a whole.
The group’s principal activities continue to be the processing of milk into cheese and other dairy products and farming. The company's wholly owned subsidiaries; Ashley Chase Estate Limited continues to manufacture and trade cheese, and A J & R G Barber (Sales) Ltd continues its activities in wholesaling group-produced and bought-in cheese and dairy products to retailers, wholesalers, food manufacturers, foodservice and export markets. During the course of the year, a key existing trading partner and leading British cheese exporter, Somerdale International Limited, was incorporated into the group by means of a 100% share acquisition.
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A.J. And R.G. Barber Limited- Farming & milk sourcing
In addition to the significant proportion of milk produced on our own farms, Barber’s milk procurement policy remains to work closely with local dairy farmers “we know and trust”. All milk is sourced from within a 35-mile radius of our production sites. The cornerstone of our own farming and milk sourcing principles are industry leading animal welfare standards, and particularly the philosophy of outdoor grazing for all our cows for as much of the year as possible, whenever desirable for the cows themselves.
Alongside animal welfare, our key focus has been on the progress of our “nature positive” programme and continued efforts to reduce the climate impact of our farming and milk sourcing operations. Having captured independently accredited (Kingshay/Trinity Agtech) data for all our supplying farms in the baseline year of 2021/22, we have a starting point from which to track year on year progress to reduce climate impact. This accredited measurement is now an annual process targeted at monitoring the impact of improvements we are making.
Our favourable geographical location and smaller farm outdoor grazing model give us a starting point of climate impact that is some 50% less than the global average, when measured in terms of CO2eKg/litre milk. However, it is a key objective to see year on year reductions in our impact and the first two years of the programme have seen a 19% reduction from our baseline, to less than 1Kg CO2eKg/litre of milk purchased, compared to the global average of 2.4Kg. Much of this can be attributed to the progressive environmental attitudes of our farmers and our mutual dedication to a traditional and less intensive grass based, outdoor grazing farming system. However, we appreciate that this is just the start of our journey as we work towards a more sustainable future and deliver on our evolving environmental goals.
Economically the year was extremely difficult for both our own and our external supplying farms, with a sharp downswing of 28% in the monthly milk price paid from peak to trough in 2023, resulting from a global supply/demand imbalance for milk and dairy. Without accompanying reductions in the cost of milk production to offset these lower milk prices, dairy farming endured one of its toughest years of recent times. We are very grateful to our loyal and dedicated supply base for their continued commitment to producing the quality milk to the highest welfare and environmental standards, that is the foundation of all our products, through this difficult period. The financial year closed with some modest improvements in milk price and the market price has continued to improve through 2024 and we hope that a stable and equitable price is achievable during the course of the year and beyond.
Cheese & dairy manufacturing
Mirroring our environmental commitments to the reduction in our on-farm Scope 3 emissions, the year has seen us continue to formalise our commitment to reductions in the Scope 1 & 2 emissions associated with our manufacturing operations. Our application to join the Science Based Target Initiatives (SBTi) has been approved with a commitment to a 42% reduction in these emissions by 2030. SBTi is the most globally recognised corporate climate action organisation, enabling companies to play their part in combatting climate change. We have an increasing number of short, medium, and longer term workstreams underway aimed at achieving this target and are in the process of assessing and setting the milestones to achieving this key objective.
Cheese and whey protein production were marginally reduced during the year as the lower milk prices suppressed milk supply over the prior year. The detailed long-range planning undertaken by the management team ensured that this was foreseen and buffered through flexing of cheese maturing stocks, ensuring there was sufficient product available to meet customer requirements. Milk supply volumes have started to recover since the beginning of the new financial year as our own and market milk prices have risen.
Continued investment focussed heavily on improvements in our core cheese production area with significant focus on up-dating the main building fabric, in particular a major upgrade in electrical and control systems infrastructure for our cheese-making and whey processing. A significant £1.5m+ investment in a new high-speed cheese cutting and wrapping line, completed toward the start of the financial year, has led to both efficiency and capacity gains enabling us to continue to offer best in class retail ready products for our important domestic and global retail customer base. We continue to invest in automated solutions across the business to try and off-set rising labour costs alongside improving the working environment for our operations teams. Our sustained focus on health and safety improvements remains a key driver of capital expenditure in order to maintain and improve the standards for all our employees and other stakeholders.
Cheese sales & distribution
AJ & RG Barber (Sales) Limited
AJ& RG Barber (Sales) Limited is a wholly owned subsidiary and undertakes the maturation, cutting, packaging and wholesaling of principally group-produced cheddar cheese, as a mature premium product, together with butter and other related dairy products.
During the year turnover increased by 10.1% to £117.2m (2023: +21% to £106.46m). This was largely a result of value growth, created by the cost of goods increases flowing from the substantial milk price increases of the previous year, as this cheese reached maturity. Retailer sales volumes saw modest increases (+3.2%) as our longer-term UK growth trajectory was slowed by the softening of consumer demand, at the higher retail prices, resulting from the end-to-end inflationary pressures throughout the supply chain.
Increases in export sales, particularly the performance of our European business (+11%), saw stronger volume and revenue growth. The stronger underlying growth curve in these markets results partly from the relatively younger stage of market development for British cheese generally but also an increased sales focus in key markets in continental Europe. This is underpinned by well-defined and distinct sales, marketing and distribution strategies in each market, depending upon the relative stage of evolution of cheddar and British hard cheeses in each country’s food and retail culture.
Investments in tangible assets amounted to just under £1.5m for the year. Projects to improve building infrastructure and the completion of an industry leading new cheese cutting and packing line during the year helped maintain and develop the business’ key assets for revenue generation. Providing a flexible range of retail ready cheeses, packed efficiently and to the highest food safety standards, is a key underlying strategic principle and projects aimed at improving our competitive advantage in this area remain ongoing.
Cheese-making, Technical, Quality, and Continuous Improvement teams continue to focus on building on our award-winning reputation for the highest quality premium cheddar and hard British cheese. Overlaying the traditional knowledge, craft, and skill developed over seven generations, we have made significant investments in business systems and people skills. This has enhanced our ability to capture and analyse data to inform our ambition to consistently make the very best cheese every day. This combination of traditional knowledge, science and data-based analytics has become a key part of our competitive differentiation.
We have continued to invest in building physical stocks of maturing cheese to fuel the pipeline and satisfy the continued increase in demand for our premium quality mature, extra mature and vintage cheddars. These stocks grew by 4.5% over the course of the year, whilst the total stock value reduced by 8.6% as the cost of the milk used to manufacture the cheese dropped during the course of the year. By the close of the financial year milk prices had started to rise again and this trend has continued into the new financial year, necessitating the need for increased stocking provision, which has been provided for through the business planning process.
Operating margins at 3.35% were broadly in line with the prior year (2023: 3.16%) but significantly increased interest costs for the year of £1.53m eroded net profits and net margin after interest was reduced to 2.04% (2023: 2.58%). Increased corporation tax rates relating to the 2023/4 financial year served to further impact the retained profits of the business with overall retained profit at £1.82m (2023: £2.21m). However, the overall balance sheet remains strong with an increase in net assets of 4.2% to £45.19m (2023:+5.4% to £43.4m).
Ashley Chase Limited Group
Ashley Chase Estate Limited is a wholly owned subsidiary of A.J. And R.G. Barber Limited, based in Dorset and produces a range of cheeses for the UK, USA and other overseas markets. Its wholly owned subsidiary; Ford Farm USA LLC purchases its goods primarily from its parent, Ashley Chase Estate Limited and from other group members.
Turnover (for the consolidated results of Ashley Chase Estate Limited and Ford Farm USA LLC) increased by 14.2% to £54.25m (2023: £47.52m) generating an operating profit of £1.79m (2023: £3.69m).
The increase in turnover reflected a 7.5% increase in sales volumes and additional value growth created by the cost of goods increases flowing from the substantial milk price increases of the previous year, as this cheese reached maturity. The revenue growth was strongest in the home market, as demand for the wide range of speciality cheeses increased, and key UK retailers sought to tap into our innovative range of high-quality cheese with distinctive provenance. However, margins were suppressed over the previous year partly as a result of the higher cheese raw material cost but also the substantially increased cost of the salaries and wages having a particularly significant impact on the direct production costs of many of these hand-crafted products.
Growth in revenue of nearly 11% in our key export markets, outside of Europe, was driven largely by increased sales of core branded cheeses and in particular, our US market leading British cheddar brand Coastal Cheddar. Whilst again, gross margins were suppressed as cheese made when milk prices were at their highest, featured heavily in cost of goods. However, the decision to average selling prices over a longer period to decrease the volatility of consumer pricing, helped to present a more consistent retail proposition of these flagship branded products to the consumers in these key strategic markets. We would expect this strategy to deliver some inconsistencies in short term margins, but these will be averaged out over time and the medium-term business cycle.
Ashley Chase Estate Limited has continued to invest in its targeted programme of maximising core processing capacity, in automation, and in the teams that operate all the core functions. Deployment of lean manufacturing training and skills, along with a strong programme of continuous improvement, has put people and our entire site based cross-functional team at the heart of business development and improvement strategy. Meanwhile, sales and marketing resource is focussed primarily on UK and USA markets and a well targeted pipeline of new product development and innovation enables the business to differentiate itself from the competition. Strong relationships with major UK and international retailers continue to be founded on well-defined points of difference in a market leading range of speciality cheeses.
Ashley Chase Group net assets increased in the year to £16.47m (2023: £14.97m).
Somerdale International Limited
During the course of the financial year, a key existing trading partner and leading British cheese exporter, Somerdale International Limited, was incorporated into the group by means of a 100% share acquisition.
Founded in 1990, Somerdale exports over 250 cheeses to wholesale, distribution, retail and food-service customers all over the world. They are the leading exporter of British cheese to the USA with shipments going into New York weekly. Twice winners of the Queen’s Award for Enterprise in International Trade in both 2009 and 2016, Somerdale operates from purpose-built offices and cold storage facilities that provide an ideal logistics platform close to the M5 motorway, at Wellington, Somerset. The full complement of the Somerdale team have remained in place, bringing their innovative approach and wealth of experience in international sales, marketing, and logistics to the group.
Somerdale trading in the year was strong, with volumes in core markets in line with the previous year. However, chiefly as a result of lower selling prices driven by easing cost inflation, revenue for the full financial year at £46.4m ended 14% lower than the previous year. Only the proportion of revenue earned for the balance of the financial year since the acquisition is consolidated into the group accounts.
Demand for premium specialty cheese continued to grow globally with double-digit volume growth in the Far East, as Somerdale continues to develop its position in this region. Sales volumes to the important North American market were up 4%. Gross margins across the business were flat year on year, whilst overheads were well controlled, meaning operating margins at 3.7% were in line with expectations and prior year trends.
During the year Somerdale acquired additional UK warehouse space to provide capacity for further growth into 2024 and beyond. In the US, Somerdale’s warehousing and distribution operations also transferred to a new modern outsourced warehouse facility. Several new employees were successfully recruited into the business, bringing the international sales force and Head Office operations to full strength ahead of a busy 2024.
Sustainability & Climate Change
The directors fully acknowledge their responsibility with regard to the effect of the group’s operations on the local and wider environment, and a duty of care in this regard is enshrined in the mission statement of the business. They also appreciate that our customers, at both a trade and consumer level, consider sustainability to be one of the key drivers in the choice of products that they purchase. A wide programme of progressive investment has been underway for a number of years, across all aspects of the business, aimed at mitigating environmental impact wherever possible. These include: green energy installations and green power sourcing; energy efficiency projects; heat recycling; water from milk reclamation; packaging and material recycling and many more besides.
Concerns about climate change continue to accelerate as well as challenges as to what individuals and organisations are doing to make a positive difference. The group’s commitment to milk sourcing, based on a low intensity outdoor grazing model for our cows, gives us a strong base upon which to build our positive environmental credentials. We have undertaken a business wide programme of measuring and understanding both the positive and negative impacts of all aspects of our natural capital assets, operations and supply chain to better inform our strategy, to meet and surpass any environmental targets set by government, together with the expectations of all our stakeholders. We are currently defining ambitious plans to not only reduce carbon emissions, but also improve our carbon sequestration capabilities and deliver on our duty of care for the environment.
During the financial year we underwent the process of formalising our commitment to a sustainable future, with our application to join the Science Based Target Initiatives (SBTi) being approved, with a commitment to a 42% reduction in GHG emissions by 2030. SBTi is the most globally recognised corporate climate action organisation enabling companies to play their part in combatting climate change. This will be the cornerstone of our efforts to minimise our Scope 1 & 2 emissions, whilst our ambitious “Nature Positive” programme of continuous improvement focussing on reducing Scope 3 emissions, wider carbon sequestration, soil health, and biodiversity net gain will continue to form the other axis of focus to inform all our interactions with the natural environment throughout our entire supply chain.
Corporate Governance
The success of our business depends on the trust and confidence of our stakeholders in the ability of the business to operate sustainably, both economically and environmentally. As a family owned business the group seeks to generate fair returns for shareholders through building long term mutually sustainable relationships our customers, employee team, key suppliers and with the communities we operate in.
The directors have acted in accordance with their legal duties, which include a duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the business for the benefit of its shareholders, whilst having regard to all of our stakeholders and the matters set out in section 172(1) of the Companies Act 2006.
The following provides details of how the Directors have engaged with, and how the business fully considers the interests of our stakeholders and the effect of doing so on the principal decisions taken by the business, during the financial year:
Our Key Stakeholders | How do we engage? | Why do we need to engage? | What matters to our Stakeholders? |
Customers | Personal account management and senior team/CEO in regular contact with high-level customers
Key customer reporting in monthly Management Reporting packs and insight reporting at monthly board meetings
Sales Team detailed sales reporting
| Our objective is to provide products and accompanying service that delivers the experience that their customers expect and/or to provide the products functional requirement for inclusion in their manufactured products | Product quality and price competitiveness
Product innovation
Provenance and traceability of the entire food chain
Ethics and sustainability
Compassionate farming
Environment |
Our Key Stakeholders | How do we engage? | Why do we need to engage? | What matters to our Stakeholders? |
Colleagues | Regular employee consultation via democratically elected employee representatives.
Designated Board member with responsibility for human resources.
KPI reporting, including at Board meetings.
‘Open door’ policy for all staff to enable level engagement at all levels of the business. | We recognise that to be a great business we have to have great colleagues and that the business’ success is built upon the skills, hard work and continued loyalty of our staff.
Open, honest and clear engagement with our colleagues is paramount in creating and maintaining an environment where our colleagues feel happy, secure and motivated. | Fair pay and benefits
Safe working environment
Fair and ethical application of policies and procedures
Diversity and inclusion
Protecting the environment |
Suppliers | Designated Senior Management Team member with responsibility for group milk procurement and managing policy and relationships with all milk suppliers to the Group.
Elected Milk Producer committee, representing all milk suppliers and attended by senior management team member.
Dedicated online Milk Supplier Portal.
Barbers Assured Milk Agreement programme.
Annual milk supplier conference.
Regular review meetings with key suppliers.
Reporting/review of average supplier payment terms. | Milk and other key suppliers are fundamental to the success of our business.
Milk, ingredients, packaging, maintenance and other critical suppliers must be able to demonstrate that they operate in accordance with both the group’s and recognised standards, including quality, human rights, anti-bribery, safety and protecting the environment. | Fair/market pricing
Fair trading terms, including adherence to agreed payment terms
Anti-bribery policy
Environmental protection
Sustainability
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Our Key Stakeholders | How do we engage? | Why do we need to engage? | What matters to our Stakeholders? |
Shareholders | Annual Report & Accounts
Annual General Meeting
Regular contact by CEO and other Family board members and non-Family board members
| We fully appreciate the need to maintain shareholder confidence in the sustainability and stewardship of the business, to achieve this the board need to provide robust and regular communication of the business performance, strategy and the opportunities and risk that the business faces. | Dividend income
Longer term value and growth creation
Financial stability
Clarity
Understanding of key risks and opportunities |
Environment | Monthly reporting and review at the Board meetings. | The directors recognise the importance of protecting the environment and the responsibility of ensuring that our operations do not adversely impact the local and wider environment. | Minimising energy use
Using renewable energy, where possible
Minimising emissions
Sourcing sustainably
Utilising recyclable packaging where possible
Minimising packaging
Waste management
Recycling |
Our Workplaces
The directors recognise that the success of the company is built upon the skills, hard work and continued loyalty of our employee team. Increasing complexity and regulation in many areas of the business have driven the need to ensure that our staff receive on-going training to address these changes, and that newly recruited team members bring to the business the necessary skills and experience to further develop our business. The directors recognise the importance of keeping our teams informed. Our employee consultation forum ensures that they are fully consulted, and their views considered, before any proposals, that may potentially impact them, are implemented. Employee representatives are appointed by ballot by the employees for whom they represent.
The directors take the health and safety of employees and visitors to our facilities very seriously and this is reflected in the commitment to the Health & Safety Management System which includes the monitoring, reporting and review of incidents and potential incidents and ensures the closer involvement of our teams, via the employee consultation forum, in helping to manage health and safety in our workplace. The Group continues to invest in our Health & Safety Management Systems, including training for our Health & Safety teams, and this commitment to health and safety continues to be valued by the workforce and visitors to our facilities.
The directors recognise that people with disabilities should have full and fair consideration for all vacancies. The group’s policies demonstrate our commitment to interviewing people with disabilities, if those people fulfil the minimum criteria expected for the vacancy, and also endeavouring to retain employees in the business if they become disabled during our employment, including making reasonable adjustments to the working environment and re-training.
Principal risks and uncertainties
The directors regularly identify and monitor potential key risks and uncertainties facing the business. The directors consider the long-term primary risks facing the business are: competition from domestic and imported cheese and non-dairy vegan cheese substitutes; the volatility of global dairy market pricing; competition for raw milk supplies; and the potential effect of adverse foreign exchange rates.
In addition, the last two years have seen elevated risks emanating from a very significant rise in inflation rates and the consequent increase in interest base rates. The directors are keeping both of these forecast rates under regular review and ensuring a strong Balance Sheet position is maintained in order to help insulate the business against the effects of these higher rates.
Financial Instruments
Objectives and policies
The group’s financial instruments principally comprise of bank borrowings together with loans from directors and members of their close family and a small self-administered pension scheme of which the directors are Trustees with others. Borrowings are to provide working capital for the group businesses to operate.
The group does not trade in financial instruments but constantly reviews its policies and risks, on an ongoing basis, but it is exposed to fair value risk on its fixed rate and floating rate borrowings. All borrowings are in Sterling.
Price risk, credit risk, liquidity risk and cash flow risk
Liquidity Risk: The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk: The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.
Foreign currency risk: The group’s foreign currency exposures arise from trading with its overseas subsidiary and overseas customers. The exchange rate risk is constantly monitored, and prices reviewed accordingly, forward contracts are agreed to minimise the risk against customers’ orders received.
The directors actively manage the financial aspects of the business via timely and relevant management information. The primary financial performance and position metrics, including product margins, stock levels, wastage, production yields, direct and indirect costs and foreign exchange gains and losses are continually reviewed and any deviation from plan are investigated and, where possible, action undertaken to rectify the variance.
Research and Development
Group companies are currently undertaking research and development activities in a number of areas, primarily with regard to improvements in product quality and consistency and innovations in the cheese making process.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 16.
Ordinary dividends were paid amounting to £792,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the group.
The group'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 group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
In accordance with the company's articles, a resolution proposing that Old Mill Audit Limited be reappointed as auditor of the group will be put at a General Meeting.
This report summarises the UK energy use, associated greenhouse gas emissions and energy efficiency actions for A.J. And R.G. Barber Limited, under the Streamlined Energy & Carbon Reporting (SECR) policy, implemented by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
A.J. And R.G. Barber Limited are mandated to report energy consumption, related emissions, intensity metrics and information regarding energy efficiency actions and improvements undertaken within the most recent reporting period.
Organisational Structure and Qualification
This report and accompanying data has been produced for A.J. And R.G. Barber Limited at the group level and relates to activities in the operational control of the group from 1st April 2023 to 31st March 2024, consistent with our financial reporting period.
The report also considers information of any qualifying subsidiaries included within the consolidation.
Annual Reporting Figures
The total consumption (kWh) for energy supplies that relate to activities within the control of A.J. And R.G. Barber Limited are as follows:
| 2024 UK Consumption (kWh) | 2024 Global (Excluding UK) Consumption (kWh) |
Total Consumption | 35,826,848 | 0 |
The total emissions in tonnes of carbon dioxide equivalent (tCO2e) for energy supplies reportable by the Group are as follows:
| 2024 UK Consumption (tCO2e) | 2024 Global (Excluding UK) Consumption (tCO2e) |
Natural Gas (Scope 1) | 2,978.58 | 0.0 |
Transportation (Scope 1) | 111.66 | 0.0 |
Business Travel (Scope 3) | 18.68 | 0.0 |
Grid-Supplied Electricity (Scope 2) | 2,504.97 | 0.0 |
Total | 5,613.90 | 0.0 |
Intensity Ratio
An intensity metric of tCO2e per FTE* has been employed as the most efficient measure of relative performance.
| 2024 Intensity | 2023 Intensity |
tCO2e/FTE | 15.05 | 17.90 |
*Number of FTE referenced within note 6 of the financial statements
Energy Efficiency Improvements
Energy efficiency measures adopted by A.J. And R.G. Barber Limited at the group level during the reporting period are as follows:
Measures ongoing and undertaken through 2023:
Addition of exhaust gas analysers to site boilers resulting in better running efficiency and reduced consumption.
Diversifying energy procurement strategy by segregating up to 18% of factory electricity volume requirements to solar generated power.
Joined the Science Based Targets Initiative (SBTi) and made a commitment to reduce scope 1 & 2 carbon emissions by 42%, by a target year of 2030.
Methodology
Scope 1, 2 and 3 consumption and CO2 emissions data has been calculated in line with the requirements of the GHG Reporting Protocol Corporate Standard and ISO 14064. The carbon emission factors used to convert each activity that gives rise to GHG emissions are consistent with the latest UK Government conversion factors for company reporting.
Estimations undertaken to cover both instances of missing billing periods and/or data not being available for the entirety of the reporting period, have been calculated using a pro-rata methodology, based on the closest available piece of verifiable data.
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information that is required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments, research and development activities and exposure to financial risk, price risk, credit risk, liquidity risk and cash flow risk.
We have audited the financial statements of A.J. And R.G. Barber Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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 or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. We recognised environmental, health and safety, cross compliance and BRCGS standards to be significant laws and regulations that the group are to adhere to.
Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above 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 would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,749,682 (2023 - £5,263,947 profit).
A.J. And R.G. Barber Limited (“the Company”) is a limited company domiciled and incorporated in England and Wales. The registered office is Maryland Farm, Ditcheat, Shepton Mallet, Somerset, BA4 6PR.
The Group consists of A.J. And R.G. Barber Limited and all of its subsidiaries.
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 have been prepared with early application of the FRS 102 Triennial Review 2017 amendments in full.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, 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.
The company is a qualifying entity for the purposes of FRS 102, being a parent of a group that prepares publicly available consolidated financial statements, 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 for parent company information presented within the consolidated financial statements:
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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated financial statements incorporate those of A.J. And R.G. Barber Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
The group's joint venture is accounted for under the gross equity method, whereby the group's balance sheet discloses the group's share of the gross assets and gross liabilities of its joint venture. The group's share of operating profit, net interest payable and taxation are included at the relevant point in the group profit and loss account.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
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.
In accordance with FRS 102, no depreciation is provided on land. 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 recognised in the profit and loss account.
Dairy herd
The livestock herd is measured using the fair value model and stated at its fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.
Equity instruments which are measured at fair value through profit or loss except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to non-depreciable property measured using the revaluation model and investment property is measured using the tax rates and allowances that would apply to sale of the asset.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Assets held by the company that are leased to third parties in an operating lease arrangement are included in fixed assets at cost and depreciated over their useful life.
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.
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.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Government grants relating to property, plant and equipment are treated as deferred income and released to profit or loss over the expected useful lives of the assets concerned.
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.
Group
The financial statements of overseas subsidiary undertakings are translated at the rate ruling at the balance sheet date. The exchange differences arising on the retranslation of opening net assets is taken directly to reserves. All other translation differences are taken to the profit and loss account with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against group equity investments in foreign enterprises, which are taken to reserves together with the exchange difference on the net investment in these enterprises. Tax charges and credits attributable to exchange differences on those borrowings are also taken to reserves.
Research and development
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.
Employee benefit trust
The group has established trusts for the benefit of employees and certain of their dependants. Monies held in these trusts are held by independent trustees and managed at their discretion. Where the group retains future economic benefit from, and has de facto control of the assets and liabilities of the trust, they are accounted for as assets and liabilities of the group until the earlier of the date than an allocation of trust funds to employees in respect of past services is declared and the date that assets of the trust vest in identified individuals.
Where monies held in a trust are determined by the group on the basis of employees' past services to the business and the group can obtain no future economic benefit from those monies, such monies, whether in the trust or accrued for by the group, are charged to the profit and loss account in the period to which they relate.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Prior to joining the dairy herd included in tangible fixed assets, cows are reared to maturity in a rearing unit. These animals represent a different class of biological assets and given their nature are held as current assets within stock at cost. This is consistent with industry practice and as permitted under FRS 102 Section 34. At 31 March 2024, the value of these animals was £1,327,690 (2023 - £1,263,992).
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.
In determining the estimated useful life the group considers the expected usage (capacity or physical output) of the asset, expected physical wear and tear of the asset and expected technical advancements in the industry that could lead to obsolescence of the asset. Each year the group reviews the above to establish if there is any change in expected useful life of tangible assets.
Estimated residual value of tangible assets is reviewed annually with consideration given to any changes in market prices and improvements in technology that would alter demand for such tangible assets.
Where relevant the group applies judgement in arriving at the fair value of herds in both stock and tangible fixed assets. Market industry data is used to value the herds at the balance sheet date and management have sufficient knowledge and experience to ensure that the valuations are accurate. At 31 March 2024, the fair value of the fixed asset dairy herd was £2,789,940 (2023 - £2,968,382).
Investment property is included in the financial statements at fair value, based on the market value for the properties at the balance sheet date. An independent valuer was not used during the year, however the directors have sufficient knowledge and experience to apply judgement in determining a valuation. At 31 March 2024, the value of the investment properties was £7,736,063 (2023 - £7,585,497).
Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future profits together with an assessment of the effect of future tax planning strategies. At 31 March 2024, the deferred tax asset recognised was £786,350 (2023 - £792,521).
Dilapidations provision
Included within provisions is an estimate for the costs that the group expect to incur in relation to the restoration of leased premises as at the determination of applicable leases. Management seek support from a third party valuation to ensure the value reflected is reasonable. At 31 March 2024, the value of this estimate was £443,250 (2023 - £443,250).
Environmental and compliance provision
Included within provisions is an estimate for the costs that the group expects to incur in relation to replacing and making good certain assets. Management seek support from third parties to ensure that the value reflected is reasonable. At 31 March 2024, the value of this estimate was £250,000 (2023 - £250,000).
Panel provision
Included within provisions is an estimate for the costs that the group expects to incur in relation to replacing and making good certain building panels to ensure compliance with current health and safety and environmental regulations. At 31 March 2024, the value of this estimate was £135,924 (2023 - £189,800).
Stock provision
Where estimated selling price less costs to complete and sell is lower than cost, a stock provision will be recorded. The estimated selling price is determined with reference to market values. At 31 March 2024, the stock provision totalled £110,855 (2023 - £1,737,732).
Valuation of forward contracts
Where relevant the group applies judgement in arriving at the fair value of forward contracts entered into for the purposes of managing their exposure to exchange rate fluctuation. Management seek third party information in support of their judgement regarding the value of these contracts at the balance sheet date. At 31 March 2024, the value of the forward contract liability was £21,497 (2023 - £4,442).
Overhead recharges
Overhead recharges between group entities and joint ventures are included in the individual company financial statements in other operating income or administrative expenses. The bases for overhead recharges are reviewed regularly and are either reallocated on the system when transferred to the correct department/company or invoiced accordingly. These overhead recharges are eliminated on consolidation between parent and subsidiary undertakings. In the year ended 31 March 2024 the total amount recharged between group companies was £6,651,298 (2023 - £6,399,824) and the amount not eliminated on consolidation relating to joint ventures was £2,630,094 (2023 - £3,035,780).
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
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:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Freehold and leasehold land and buildings with a carrying amount of £22,436,735 (2023 - £20,398,172) have been pledged to secure borrowings of the group.
The dairy herd class of fixed assets in the group and company, with a carrying amount of £2,789,940 (2023 - £2,968,382), is included at fair value in accordance with Section 34 of FRS 102 'Specialised Activities - Agriculture'. It was revalued at 31 March 2024 by the directors. The fair value has been arrived at on the basis of market value.
A fair value assessment was conducted at 31 March 2024 by the directors who are internal to the company. The fair value has been arrived at on the basis of market value.
Included within freehold land and buildings are three properties transferred at valuation from investment properties to freehold land and buildings in 2021. The valuation as at 31 March 2021 of the buildings transferred was £1,138,001. The net book value of these buildings as at 31 March 2024 is £910,406.
The fair value of the investment property class of fixed assets has been arrived at on the basis of market value. This class of assets was revalued on 31 March 2024 by the directors.
Depreciation is not provided on investment properties as a result of FRS 102 Section 16, which represents a departure from the Companies Act 2006, in order to achieve fair presentation. Management have concluded that the financial statements present fairly the group and company's financial position, financial performance and cash flows.
Details of the company's subsidiaries at 31 March 2024 are as follows:
AJ & RG Barber (EU) Limited is not consolidated as the entity is dormant and has never traded.
Select Dairy Limited is not consolidated as the entity is dormant and has never traded.
Financial assets/(liabilities) measured at fair value total of £43,468 (2023 - £4,442) relate to forward contracts. The fair value has been calculated based on forward values of the relevant contracts at the year end, using market price. The company periodically enters into forward contracts in order to mitigate the effects of fluctuating exchange rates, and under the requirements of FRS 102 these have been carried out at fair value at the year end. The fluctuation in the fair value relates wholly to a change in market conditions. Own credit risk is not considered to be material.
Details of joint ventures at 31 March 2024 are as follows:
A.J. And R.G. Barber Limited have a 49% investment in British Cheese Masters S.A.S. Despite the 49% shareholding, on balance, control is 50:50 and treated as a joint venture. The proportion of figures consolidated in the group financial statements are at 49%.
The security given for bank overdrafts and loan comprises legal mortgages over freehold land and buildings, group cross guarantees, and fixed and floating charges over a subsidiary's assets.
The group provided security to Lloyds Bank in the form of a guarantee and a charge over freehold land and buildings of £11,700,000, in respect of a group overdraft facility and term loan. In 2023 there was an additional £3,000,000 secured by priority over stock, which is no longer applicable.
The group provided a guarantee and security to HSBC invoice Financing in respect of a group asset based lending facility. The amount guaranteed was £45,000,000 (2023: £nil) relating to a £35,000,000 inventory facility limit and a £10,000,000 receivables facility limit. In 2023, the security to HSBC Bank was £25,000,000 in respect of the group overdraft facility, which has now been superseded by the latter. The security comprises a fixed and floating charge over book debt and a floating charge over all other assets.
Included within bank loans is £644,984 (2023: £nil) relating to invoice discounting. Invoice financing facilities are with HSBC and Barclays bank. Barclays bank hold security in the form of a debenture and charge over assets held by the company. HSBC holds a charge over the assets of the company. Amounts advanced under invoice discounting facilities are secured against trade debtors.
The finance leases represent hire purchase agreements in respect of agricultural vehicles and other agricultural plant and machinery, acquired from third parties. The finance leases are for terms from 2 to 3 years and rentals are fixed for the duration of the lease terms. There are no options in place for either party to extend the lease terms.
Certain plant and machinery and motor vehicles are held under finance lease arrangements. Finance lease liabilities are secured on the related assets. The lease agreements generally include fixed lease payments and a purchase option at the end of the lease.
The dilapidations provision is an estimate for the costs that the group expect to incur in relation to the restoration of leased premises as at the determination of applicable leases. The expected amount of £443,250 is supported by a third party valuation, however there is uncertainty regarding the timing of the outflows due to lease negotiations. There is no expected reimbursement for these costs.
The company endeavours to keep up to date with current health and safety and environmental regulations and, as such, provisions were made in the prior year to replace and make good certain assets used by the company. At this stage it is uncertain when all of the expense will be paid. Provision estimates are based on our general understanding of the work to be undertaken.
A provision was made in the year to replace various building panels to ensure compliance with current health and safety and environmental regulations. These replacements will take place over the next three years.
The group 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. The total amount payable at 31 March 2024 was £103,791 (2023 - £89,097).
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax asset in relation to accelerated capital allowances set out above is expected to reverse within 12 months and relates to fixed asset timing differences. The deferred tax asset in relation to derivatives set out above is expected to reverse within 5 years and relates to the availability of tax relief against future expected profits of the same period. 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.
The ordinary shares have normal rights of ordinary shares.
The preferred ordinary shares have the same rights as ordinary shares and rank pari passu in all respects.
The preferred ordinary B shares have the same rights as ordinary shares and rank pari passu in all respects apart from that they do not have right to any capital distribution save upon their redemption or upon winding up when it will be limited to the redemption price, and that the shares are redeemable at the option of the company and the shareholder.
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.
On 29 July 2023 the group acquired 100 percent of the issued capital of Somerdale International Limited.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts contracted for but not provided in the financial statements:
The Group have a guarantee with HSBC in favour of the Rural Payments Agency of £28,000 (2023 - £28,000).
After the year end, a dividend of £153,360 was paid by the company. The main recipients were the directors, who together with their close families and Trusts, of which they are Trustees, own the majority of the share capital of the company.
The remuneration of key management personnel, including directors, was £797,781 in the year (2023 - £831,439).
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
The company has taken advantage of the exemption in FRS 102 S33.1A Related Party Disclosures from disclosing transactions between two or more members of a group, where any subsidiary which is a party to the transaction is wholly owned by such a member.
Dividends totalling £309,738 (2023 - £372,768) were paid in the year in respect of shares held by the company's directors.
In aggregate, there are loans to the group by directors and members of their close family, key members of the Barber family and shareholders of £265,877 (2023 - £419,232). The rate of interest charged on the loans is between 2% and 5%. Interest charged in the year totalled £20,239 (2023 - £7,860), £20,239 (2023 - £7,860) of which is included in accruals at the year end.
Advances or credits have been granted by the group to its directors as follows:
The other non-cash changes included in the note above of £333,268 (2023 - £301,742) relate to dividends paid to loan accounts.