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Registered number: 12120527










VeriGreen Ltd










Director's report and financial statements

For the year ended 30 April 2024

 
VeriGreen Ltd
 

Company Information


Director
M L Heathcote 




Registered number
12120527



Registered office
Stanford Bridge Farm
Station Road

Pluckley

Kent

TN27 0RU




Independent auditor
Kreston Reeves LLP
Statutory Auditor & Chartered Accountants

37 St Margaret's Street

Canterbury

Kent

CT1 2TU




Bankers
HSBC Bank Plc

Dartford

Kent

DA1 1DG





 
VeriGreen Ltd
 

Contents



Page
Director's report
 
1
Director's responsibilities statement
 
2
Independent auditor's report
 
3 - 6
Statement of income and retained earnings
 
7
Balance sheet
 
8
Notes to the financial statements
 
9 - 15


 
VeriGreen Ltd
 

 
Director's report
For the year ended 30 April 2024

The director presents his report and the financial statements for the year ended 30 April 2024.

Principal activity

The principal activity of the company was to provide environmentally friendly and sustainable waste management services.

Director

The director who served during the year was:

M L Heathcote 

Disclosure of information to auditor

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the company's auditor is unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

The auditor, Kreston Reeves LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.


In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





M L Heathcote
Director
Date: 27 January 2025

Page 1

 
VeriGreen Ltd
 

Director's responsibilities statement
For the year ended 30 April 2024

The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Page 2

 
VeriGreen Ltd
 

 
Independent auditor's report to the members of VeriGreen Ltd
 

Opinion


We have audited the financial statements of VeriGreen Ltd (the 'company') for the year ended 30 April 2024, which comprise the Statement of income and retained earnings, the Balance sheet and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 30 April 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


Page 3

 
VeriGreen Ltd
 

 
Independent auditor's report to the members of VeriGreen Ltd (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Director's report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 2, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 4

 
VeriGreen Ltd
 

 
Independent auditor's report to the members of VeriGreen Ltd (continued)


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.


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:

Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, Statement of Recommended Practice, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management override. Audit procedures performed by the engagement team:

Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud;
Assessment of identified fraud risk factors;
Challenging assumptions and judgments made by management in its significant accounting estimates; 
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business;
Physical inspection of tangible fixed assets susceptible to fraud or irregularity;
Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
Identifying and testing journal entries, in particular any manual entries made at the year end for financial  statement preparation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 
Page 5

 
VeriGreen Ltd
 

 
Independent auditor's report to the members of VeriGreen Ltd (continued)


As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.
Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 2006Our 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.





Tracey Becker (Senior statutory auditor)
  
for and on behalf of
Kreston Reeves LLP
 
Statutory Auditor
Chartered Accountants
  
Canterbury

28 January 2025
Page 6

 
VeriGreen Ltd
 

Statement of income and retained earnings
For the year ended 30 April 2024

2024
2023
£
£


Turnover
1,112,179
1,136,162

Cost of sales
(701,341)
(728,219)

Gross profit
410,838
407,943

Administrative expenses
(169,028)
(164,264)

Operating profit
241,810
243,679

Tax on profit
(60,639)
(177)

Profit after tax
181,171
243,502



Retained earnings at the beginning of the year
445,548
202,046

Profit for the year
181,171
243,502

Retained earnings at the end of the year
626,719
445,548

The notes on pages 9 to 15 form part of these financial statements.

Page 7

 
VeriGreen Ltd
Registered number: 12120527

Balance sheet
As at 30 April 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
16,428
19,415

Current assets
  

Debtors: amounts falling due within one year
 5 
627,862
343,041

Cash at bank and in hand
 6 
242,414
281,301

  
870,276
624,342

Creditors: amounts falling due within one year
 7 
(258,845)
(196,973)

Net current assets
  
 
 
611,431
 
 
427,369

Total assets less current liabilities
  
627,859
446,784

Provisions for liabilities
  

Deferred tax
  
(1,139)
(1,235)

Net assets
  
626,720
445,549


Capital and reserves
  

Called up share capital 
 8 
1
1

Profit and loss account
  
626,719
445,548

  
626,720
445,549


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M L Heathcote
Director
Date: 27 January 2025

The notes on pages 9 to 15 form part of these financial statements.

Page 8

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

1.


General information

VeriGreen Ltd is a private company limited by shares and is incorporated in England and Wales with the registration number 12120527. The address of the registered office is Stanford Bridge Farm, Station Road, Pluckley, Ashford, Kent, TN27 0RU. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The company's functional and presentational currency is Pounds sterling.
The company's financial statements are presented to the nearest pound.

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. Because of this, the financial statements have been prepared on a going concern basis.
The directors, and their connected companies, will also not draw upon their loans to the detriment of the company's ability to meet its day to day working capital requirements.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
 
Page 9

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)


2.3
Revenue (continued)


Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
5-10 years straight line
Motor vehicles
-
3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 10

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)

 
2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.9

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.10

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
Page 11

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)


2.10
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 12

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

2.Accounting policies (continued)


2.10
Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


3.


Employees

The average monthly number of employees, including directors, during the year was 1 (2023 - 1).


4.


Tangible fixed assets





Plant and machinery

£



Cost 


At 1 May 2023
29,870



At 30 April 2024

29,870



Depreciation


At 1 May 2023
10,455


Charge for the year
2,987



At 30 April 2024

13,442



Net book value



At 30 April 2024
16,428



At 30 April 2023
19,415

Page 13

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

5.


Debtors

2024
2023
£
£


Trade debtors
68,441
85,087

Amounts owed by group undertakings
159,836
2,058

Other debtors
235,956
237,147

Prepayments and accrued income
163,629
18,749

627,862
343,041



6.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
242,414
281,301



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
110,995
96,295

Amounts owed to group undertakings
60,658
20,673

Corporation tax
60,735
-

Other taxation and social security
2,598
54,200

Other creditors
1,681
10,419

Accruals and deferred income
22,178
15,386

258,845
196,973



8.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1



9.Other financial commitments

On 21 December 2021, an unlimited composite company guarantee was given by Verigreen Ltd and other companies within the Heathcote Holdings group to HSBC Plc, by way of a fixed and floating charge over the assets of the group.
At 30 April 2024, the total exposure amounted to £21,975,000 (2023: £7,785,000). 

Page 14

 
VeriGreen Ltd
 

 
Notes to the financial statements
For the year ended 30 April 2024

10.


Related party transactions

The company is exempt from disclosing related party transactions with other companies that are wholly owned within the group.
All other related party transactions during the current period were made under normal market conditions.


11.


Controlling party

VeriGreen Limited is a wholly owned subsidiary of FGS Agri Limited, a company incorporated in England and Wales. 
Heathcote Holdings Limited is the ultimate parent company of FGS Agri Limited due to its 100% shareholding. The ultimate controlling party remained as TL Heathcote by virtue of his majority shareholding. 
VeriGreen Ltd are included in the consolidated financial statements of Heathcote Holdings as at 30 April 2024 which are available from Stanford Bridge Farm, Station Road, Pluckley, Ashford, Kent, TN27 0RU.

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