Company registration number 03985775 (England and Wales)
WINTERWOOD FARMS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
WINTERWOOD FARMS LTD
COMPANY INFORMATION
Directors
T Gilham
J E Taylor
S M Taylor
Secretary
J E Taylor
Company number
03985775
Registered office
Chartway Street
East Sutton
Maidstone
Kent
ME17 3DN
Auditor
Azets Audit Services
Globe House
Eclipse Park
Sittingbourne Road
Maidstone
Kent
ME14 3EN
Business address
Chartway Street
East Sutton
Maidstone
Kent
ME17 3DN
WINTERWOOD FARMS LTD
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 10
Directors' responsibilities statement
11
Independent auditor's report
12 - 14
Statement of income and retained earnings
15
Balance sheet
16
Statement of cash flows
17
Notes to the financial statements
18 - 40
WINTERWOOD FARMS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

The directors present the strategic report for the year ended 30 April 2024.

Fair review of the business

Turnover has increased during the year from £40.9 m to £44.2m and is aligned with our forecast. The business is continuing to adapt to the ongoing negative effects of BREXIT, predominantly around labour security and ​availability, alongside extra costs of red-tape and transport. In addition, there continues to be uncertainty around the UK strategy on Food Security with mixed messages received regarding whether we should encourage cheap imports to help the consumers with the cost of living, or produce in the UK for Food Security, health or quality reasons.


The directors forecast an increase of 7.5% in turnover in the 24/25 year.


In 23/24 the effects caused by the war in Ukraine were reduced, but many input costs, such as electricity and fertiliser, remained at levels that were double those of before the invasion. National Minimum and Living Wage (NMW/NLW) increases of over 10% have also made it increasingly difficult for the UK to compete against other markets.

 

The directors consider the performance for the period achieved on ordinary activities before taxation to be satisfactory when considered in the Global, BREXIT and Ukraine war context, and the company has again outperformed the general sector and shown consistency and resilience. The company net profit before tax (but before exceptional items such as impairment changes and foreign exchange revaluations) shows an increase both in absolute terms and also as a percentage of turnover.

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
Principal risks and uncertainties

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

 

The company aims to manage risks by providing added value services to its customers and ensuring high quality products. Continued investment in bespoke in-house produced IT solutions serves to further streamline efficiencies within the business. The Company is particularly focussed on the continued development of its bespoke Packhouse Production system software, which is now being commercialised and in use on 10 other sites. The Directors believe that it is the best Packhouse Production software available anywhere in the world, albeit currently focussed on soft fruit packing.

 

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

 

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

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

 

There still appears to be the view that the transition will be to one of robots picking fruit, but this is over 10 years away from making an impact, and in those 10 years, the industry will therefore have to contract. In 23/24, the soft fruit industry in the UK has in fact showed signs of contraction, particularly on labour dependant crops such as Raspberries and Blackberries. Unemployment is low (and ~3% in the main area of Company UK business) and UK unemployed (understandably) want full time and not seasonal work, and so UK staff filling the gap is also not realistic. UK workers also lose benefits if they take on seasonal work and so this makes such work disproportionately less attractive to full time work.

 

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


Despite the challenges, Directors believe that the Company is well placed to manage its business risks successfully going forward, and specifically when compared to other companies in the sector, but they continue to monitor the position carefully. Overall, however, the level of confidence in any meaningful expansion has decreased over the past 12 months, mostly due to labour availability and cost. The Company will continue active lobbying of MP’s and also support industry lobbying groups to educate those that make decisions, as currently the new Government has not yet demonstrated an understanding of the realities facing the Horticultural industry, and is focussed more on reducing immigration than providing a way for areas of labour shortage to be filled.

 

Other material uncertainties that can negatively affect the business are the Governments red-tape around import and export of fruit to/from the EU. Some of the more unworkable ideas put forward by DEFRA have continually been put back (e.g. Phyto paperwork and physical border checks were put back in early October 2024 from January 2025 to July 2025), but noticeably not cancelled. This further demonstrates that those responsible in Government need to gain a better understanding of the industry.

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -

Analysis of Development and Performance

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

No major changes in its sourcing are expected, except that the volumes from South Africa are expected to steadily increase over the next decade, and this trend continues. The volumes available are expected to increase by 15-20% in 24/25 year but the UK is unlikely to see as much of an increase as other markets with less red tape. Despite this the Company is hopeful it will maintain steady growth with Southern Hemisphere fruit over time. Currently it is estimated the Southern Hemisphere fruit will increase by a further 10% in 24/25.

 

Poland is also increasing albeit at a steadier rate, but as it sells a lot of its fruit already directly into Europe, the increases the company expects to see coming to the UK are estimated to be in the 2-5% pa increase. If UK growers continue to have problems with pickers, then this will increase and the Company will ironically benefit when in other areas, the same limitation will cause difficulties. Ironically therefore for BREXITEERS the restriction imposed on UK pickers, will likely mean that there are more opportunities to import Polish fruit to the UK to make up the shortfall. We saw this in both 22/23 and 23/24 with Raspberries and expect the trend to develop with perennial crops as replant decisions are taken. Another irony of BREXIT is that the UK is now seeing foreign workers not coming from Europe, but from further afield places such as Tajikistan i.e. less European people not more.

 

The Company is increasing its recycling efforts but limited in space for such operations as there are so many categories of recycled materials that need to be separated to make recycling viable. Also the cost of recycling in terms of transport of recycled material to various locations is heavily dependent on the volumes transported each time. Recycling expanded a small amount in 23/24, and there are still issues in viably recycling some recyclable items. For some waste this means keeping material in stock for longer periods to make this viable e.g. glass, cans, some types of plastic. Many recyclable materials also require dedicated baler equipment e.g. cardboard and plastic, and all this takes up space compared to putting everything into a single skip.

 

The company will continue to value its staff and the new facilities in the packhouse have been designed with the staff in mind. These facilities enable the company to attract suitable staff as well as to retain the current team. The company has a policy of recruiting from within where possible and believes this is a key reason why the staff turnover is so low. The Company uses very little Agency staff, but this increased again in 23/24 due to general labour shortages, and has led to increased costs as staff need training before becoming fully efficient, and agency fees also need to be paid.

 

The company, together with its associations to Polana Sp. zo. o. in Poland, remains the largest grower group in Europe of blueberries, and its related operations through farms in RSA under the umbrella of Winterwood Holdings SA (Pty) Ltd, continue to keep it as the largest blueberry grower in Africa, South of the equator. Market penetration continues to increase in line with predictions and market penetration for blueberries now stands at around 56%.

 

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

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -

Analysis of Development and Performance (continued)

Winterwood has a large loan to Winterwood Holdings SA (Pty) Ltd in South Africa, which is the vehicle used to fund the RSA investment opportunities, and a key part of the Winterwood plan to increase its own offering to its customers in the UK. Directors are pleased to report again that the group continues to move in a positive direction with YOY improvements to the cash position.

 

Climate change continues to have an effect. Without debating the cause, it is fact that extremes are becoming more common e.g. drought, flood, high and low temperatures. Mitigation is therefore becoming more expensive overall, whether it to be in extra tunnel protection, extra frost protection, extra boreholes or water storage etc.

 

The future prospects are however overall assessed as excellent in both the early and late growing regions, and Southern Africa continues to be the prime focus for future investments especially, as due to BREXIT related issues in the UK, there will be a contraction to UK soft fruit grown.

Winterwood has never planned or expected the RSA loan to be repaid in the short term and remains confident the loan is a sound longer term investment. In the short term the company will increasingly benefit from the supplies of fruit, which will continue to increase at a fast rate as the farms come into production. With the supermarkets constantly looking at ways to improve the efficiency of their own supply chain, RSA is a key part of the group strategy in ensuring that it has something that all the Company’s customers want. The coming year is expected to be similar pricing year to the 2023/24 season, which was already better than 22/23 prices.

UK wages are increasing considerably faster than inflation due to the introduction of the National Living Wage, and although this will continue to be a challenge, the Directors believe that the company is better placed than many of its competitors to deal with this increase and will more proactively drive efficiency levels in order to mitigate the effects of this. The Company’s bespoke software is also designed to drive efficiency within the packhouse, and the Company believes that this software is world-leading, and the best in its field. It has enormous potential in the future as labour efficiencies become more important, both due to expected labour supply issues post BREXIT and increases in wages that are expected to continue to rise at levels above inflation (10+% increase expected in 24/25 again). The effects on UK businesses caused by labour availability cannot be ignored, and the Company is adapting it's operations to take this into account whilst at the same time capitalising on the continued downward cost of automation.

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -

Going concern

During the period 01/0​5/​23 – 30/​04/2​4, in common with preceding years, the Company has no reason to believe that there is any reason to otherwise assume that the business is, or has been, run as a going concern, and that there is no known reason to doubt that this will also be the case in the forthcoming 12 months. In the past 12 months, debt has decreased, both as a lump sum, and as a proportion of annual turnover, and prospects for the coming years look very positive.

 

Key performance indicators

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

 

Turnover

Turnover increased by 8.0% compared to the previous year. This is above budgeted increase, and for the reasons given in the review of the business above.

 

The budgeted turnover for 24/​25 is £47.5m.

 

Gross profit margin

The Company's gross profit margin was 8.2% in line with the previous year. This was in line with Company expectations, and similar gross margins are budgeted for 24/25.

 

Carbon footprint

As based on a Consumption model, this was measured at 0.016kg CO2 equivalent per £ of turnover of fruit sold going through the Winterwood site. This was not materially different to the previous year and one aspect is the imposition of packaging and transport used to supply 80+% of our customers, namely the UK retailers. It is unfortunate that many initiatives are for PR only and some actually increase the Footprint e.g. some lines now have to be supplied in Cardboard punnets that are not good for the environment in terms of water used to produce and also the fact that much is either unrecyclable due to a thin plastic film applied or simply as local councils do not recycle a meaningful % of what consumers separate for collection. Effectively therefore cardboard punnets are single use of trees, which is arguably worse for the environment than using plastic and recycling.

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

 

Employees

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

S172 Statement

The Board of Directors consider that they have, in good faith, acted in a way to most likely promote the success of the company for the benefit of its members as a whole, having regard (amongst other matters) to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 30 April 2024.

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

 

WINTERWOOD FARMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 6 -
S172 Statement (continued)

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

 

On behalf of the board

S M Taylor
Director
23 January 2025
WINTERWOOD FARMS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 7 -

The directors present their annual report and financial statements for the year ended 30 April 2024.

Principal activities

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

Results and dividends

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

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

Directors

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

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

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

Liquidity risk

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

Interest rate risk

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

Trade debtors

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

Trade creditors liquidity

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

Disabled persons

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

WINTERWOOD FARMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
Employee involvement

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

 

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

 

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

Business relationships

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

Future developments

Since 30 April 2024, there have been no material changes to the customers or risks of the business. With lack of Government support on labour, then the pressure increases to grow less (Budget of October 2024, announced an increase of TCTC for an employee on minimum wage by 10.3% from April 2025 compared to the previous 12 months).

Whilst automation can reduce costs in certain areas, this is low single digit effect on overall wage bill each year. It is almost insignificant compared to this imposed 10.3% increase (combination of NMW and Employers NI levels). Spending extra money on automation is also taking funds available for developing the business on other areas, and another reason the farming side of the business is under extreme pressure. It is also the most difficult area to automate, with robotics not likely to make any material effect for another decade.

Early development work is underway to design a multi-use plastic crate for bulk blueberries. Currently it costs as much to return such a crate to Poland, let alone the other side of the world and so these are currently all single use plastic and shredded. Return transport is currently expensive as crates do not inter-stack and there is an additional cost of cleaning, which would require the purchase and installation of new washing equipment.

Research and development activities

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

The Winternet is now showing early commercialisation promise, with 12 sites now using the product. Each site around the globe has its own ways of working (WOW), and so requires continual development to enable the one product to be made bespoke to the WOW of the sites that choose to take it up. Three programmers are working full time to develop the product, and new features are being added regularly to make the overall product more attractive to a greater range of businesses, and ultimately to those packing or processing other products than soft fruit.

Auditor

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

WINTERWOOD FARMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
Energy and carbon report

 

UK Greenhouse gas emissions and energy use data for the period 1 May 2023 to 30 April 2024

 

Energy Source

Consumption

Scope

Emissions

Gas

48,139

Kg

1

48,139

kgCO2e

Electricity

1,277,110

Kwh

2

264,425

kgCO2e

Transport – Freight & delivery

388,854

Km

1

391,146

kgCO2e

Transport – Passenger vehicles

20,538

Km

3

3,774

kgCO2e

Total

 

 

 

707,484

kgCO2e

 

Intensity Ratio

 

0.016

kgCO2e per £ turnover fruit sold

 

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

 

Energy Source

Consumption

Scope

Emissions

Gas

38,073

Kg

1

38,073

kgCO2e

Electricity

756,408

Kwh

2

156,633

kgCO2e

Transport – Freight & delivery

419,983

Km

1

411,221

kgCO2e

Transport – Passenger vehicles

29,984

Km

3

5,445

kgCO2e

Total

 

 

 

611,372

kgCO2e

 

Intensity Ratio

 

0.015

kgCO2e per £ turnover fruit sold

 

 

Quantification and Reporting Methodology:

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

 

Intensity measurement:

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

 

Measures taken to improve energy efficiency:

A plastic shredding machine is now in place (cost £200k+) to shred the increasing number of single trip plastic crates received. This is driven by retailers telling us not to use single use plastic punnets even though the crates are a greater amount of plastic per kg of fruit delivered and so although a retailer can say its reducing its use of plastic punnets, its actually doing so by increasing the carbon footprint of its operations overall.

The Company’s Carbon report shows a static figure in terms of CO2 equivalent per £m of turnover principally because emissions have increased in line with the increased turnover. The emissions intensity was maintained despite a significant increase in emissions from electricity, which was however more than offset by diesel reduction as generators were used a lot less to produce electricity used as the energy market settled down.

Statement of disclosure to auditor

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

WINTERWOOD FARMS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -
Going concern

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

 

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

On behalf of the board
S M Taylor
Director
23 January 2025
WINTERWOOD FARMS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

We have audited the financial statements of Winterwood Farms Ltd (the 'company') for the year ended 30 April 2024 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

WINTERWOOD FARMS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINTERWOOD FARMS LTD
- 13 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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

 

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

 

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

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Claire Parry FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
27 January 2025
Chartered Accountants
Statutory Auditor
Globe House
Eclipse Park
Sittingbourne Road
Maidstone
Kent
ME14 3EN
WINTERWOOD FARMS LTD
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 APRIL 2024
- 15 -
2024
2023
Notes
£
£
Turnover
3
44,178,803
40,870,323
Cost of sales
(40,665,153)
(37,530,196)
Gross profit
3,513,650
3,340,127
Administrative expenses
(2,210,721)
(2,077,748)
Other operating income
1,970
64,183
Exceptional item
4
373,519
4,863,528
Operating profit
5
1,678,418
6,190,090
Interest receivable and similar income
10
406,021
2,114,298
Interest payable and similar expenses
9
(605,476)
(2,613,977)
Amounts written off investments
11
2,235
25,101
Profit before taxation
1,481,198
5,715,512
Tax on profit
12
(643,416)
(128,266)
Profit for the financial year
837,782
5,587,246
Retained earnings brought forward
16,494,425
10,911,623
Dividends
13
(4,444)
(4,444)
Retained earnings carried forward
17,327,763
16,494,425

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

WINTERWOOD FARMS LTD
BALANCE SHEET
AS AT
30 APRIL 2024
30 April 2024
- 16 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
14
1,575,525
1,413,297
Tangible assets
15
3,473,065
3,361,430
Biological assets
17
43,790
64,868
Investment property
16
302,377
302,377
Investments
18
18,356
18,356
5,413,113
5,160,328
Current assets
Stocks
21
371,118
469,927
Debtors falling due after more than one year
22
15,600,240
13,173,335
Debtors falling due within one year
22
2,872,031
3,349,745
Cash at bank and in hand
44,292
26,479
18,887,681
17,019,486
Creditors: amounts falling due within one year
23
(4,892,539)
(2,644,619)
Net current assets
13,995,142
14,374,867
Total assets less current liabilities
19,408,255
19,535,195
Creditors: amounts falling due after more than one year
26
(1,335,117)
(2,649,355)
Provisions for liabilities
Deferred tax liability
27
745,275
391,315
(745,275)
(391,315)
Net assets
17,327,863
16,494,525
Capital and reserves
Called up share capital
29
100
100
Profit and loss reserves
17,327,763
16,494,425
Total equity
17,327,863
16,494,525
The financial statements were approved by the board of directors and authorised for issue on 23 January 2025 and are signed on its behalf by:
S M Taylor
Director
Company Registration No. 03985775
WINTERWOOD FARMS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
36
1,116,292
2,090,446
Interest paid
(218,281)
(153,730)
Income taxes refunded/(paid)
106,512
(750,000)
Net cash inflow from operating activities
1,004,523
1,186,716
Investing activities
Purchase of intangible assets
(423,958)
(427,919)
Purchase of tangible fixed assets
(447,877)
(637,589)
Proceeds from disposal of tangible fixed assets
8,002
700
Purchase of biological assets
(400)
-
0
Purchase of investment property
-
0
(302,377)
Repayment of loans
50,768
350,180
Interest received
8,386
6,628
Net cash used in investing activities
(805,079)
(1,010,377)
Financing activities
Repayment of bank loans
(357,943)
(368,025)
Net proceeds/(payment of) from finance leases obligations
345,724
(248,480)
Net cash used in financing activities
(12,219)
(616,505)
Net increase/(decrease) in cash and cash equivalents
187,225
(440,166)
Cash and cash equivalents at beginning of year
(218,933)
221,233
Cash and cash equivalents at end of year
(31,708)
(218,933)
Relating to:
Cash at bank and in hand
44,292
26,479
Bank overdrafts included in creditors payable within one year
(76,000)
(245,412)
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 18 -
1
Accounting policies
Company information

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

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

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

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

 

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

1.3
Turnover

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

 

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

1.4
Research and development expenditure

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

1.5
Intangible fixed assets other than goodwill

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

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

Software
10 years straight line
Development costs
10 years straight line
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
1.6
Tangible fixed assets

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

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

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

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

1.7
Biological assets

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

 

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

 

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

 

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

 

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

1.8
Investment properties

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

1.9
Fixed asset investments

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

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 20 -

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

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

1.10
Impairment of fixed assets

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

Recoverable amount is the higher of fair value less costs to sell and value in use.

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

1.11
Stocks

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

 

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

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

1.12
Cash and cash equivalents

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

1.13
Financial instruments

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

 

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

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 22 -
Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.14
Equity instruments

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

1.15
Derivatives

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

 

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

1.16
Taxation

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

Current tax

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

Deferred tax

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 23 -
1.17
Employee benefits

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

 

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

 

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

1.18
Retirement benefits

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

1.19
Leases

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

 

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

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

1.20
Government grants

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

 

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

1.21
Foreign exchange

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

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

Going concern

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

Assessing indicators of impairment

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

Carrying value of long term loan assets

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Key sources of estimation uncertainty

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

Estimating value in use

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

Recoverability of debtors

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

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

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

 

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

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
44,178,803
40,870,323
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
38,834,510
36,515,642
Europe
28,166
50,019
Rest of the world
5,316,127
4,304,662
44,178,803
40,870,323
2024
2023
£
£
Other revenue
Interest income
406,021
2,114,298
Grants received
1,970
64,183
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 26 -
4
Exceptional item
2024
2023
£
£
Expenditure
Write back of impairment of loans due from related parties
(373,519)
(4,863,528)
(373,519)
(4,863,528)

For more information refer to the following notes:

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

5
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(40,575)
30,734
Depreciation of owned tangible fixed assets
482,252
488,180
Depreciation of tangible fixed assets held under finance leases
183,978
129,795
Depreciation of biological assets
26,495
30,871
Amortisation of intangible assets
261,730
219,334
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
39,000
36,000
For other services
All other non-audit services
5,658
2,221
7
Employees

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

2024
2023
Number
Number
Sales and distribution
16
16
Administration
4
4
Fruit production and packing
258
285
Total
278
305
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
7
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
7,662,643
7,656,935
Social security costs
689,312
673,274
Pension costs
113,480
114,766
8,465,435
8,444,975
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
84,473
80,002
Company pension contributions to defined contribution schemes
1,380
1,468
85,853
81,470

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

Total remuneration for qualifying services was £84,473 (2023: £80,002).

 

9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
189,068
135,404
Other interest on financial liabilities
29,213
18,326
218,281
153,730
Other finance costs:
Exchange differences on financing transactions
387,195
2,460,247
605,476
2,613,977
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 28 -
10
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
2,542
136
Interest receivable from associated undertakings
397,635
2,107,670
Other interest income
5,844
6,492
Total income
406,021
2,114,298
11
Amounts written off investments
2024
2023
£
£
Fair value gains on financial instruments
Change in value of financial assets held at fair value through profit or loss
2,235
25,101
12
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
220,034
-
0
Adjustments in respect of prior periods
69,422
-
0
Total current tax
289,456
-
0
Deferred tax
Origination and reversal of timing differences
353,960
128,266
Total tax charge
643,416
128,266
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
12
Taxation
(Continued)
- 29 -

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

2024
2023
£
£
Profit before taxation
1,481,198
5,715,512
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.49%)
370,300
1,113,953
Tax effect of expenses that are not deductible in determining taxable profit
3,171
16,123
Tax effect of income not taxable in determining taxable profit
(93,939)
(960,411)
Adjustments in respect of prior years
69,422
-
0
Research and development tax credit
(105,990)
(94,209)
Fixed asset differences
46,492
52,810
Deferred tax adjustments in respect of tax losses
353,960
-
0
Taxation charge for the year
643,416
128,266
13
Dividends
2024
2023
£
£
Final paid
4,444
4,444
14
Intangible fixed assets
Software
Development costs
Total
£
£
£
Cost
At 1 May 2023
1,911,556
281,785
2,193,341
Additions - internally developed
396,345
27,613
423,958
At 30 April 2024
2,307,901
309,398
2,617,299
Amortisation and impairment
At 1 May 2023
668,926
111,118
780,044
Amortisation charged for the year
230,790
30,940
261,730
At 30 April 2024
899,716
142,058
1,041,774
Carrying amount
At 30 April 2024
1,408,185
167,340
1,575,525
At 30 April 2023
1,242,630
170,667
1,413,297
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 30 -
15
Tangible fixed assets
Packhouse equipment
Packhouse and buildings
Plant and machinery
Equipment, fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
5,968,471
4,454,246
533,003
345,464
321,816
11,623,000
Additions
617,623
95,550
16,206
11,042
59,304
799,725
Disposals
(22,501)
-
0
(59,969)
-
0
(5,303)
(87,773)
At 30 April 2024
6,563,593
4,549,796
489,240
356,506
375,817
12,334,952
Depreciation
At 1 May 2023
4,593,258
2,891,524
306,115
211,025
259,648
8,261,570
Depreciation charged in the year
399,822
176,994
34,805
29,726
24,883
666,230
Eliminated in respect of disposals
(20,191)
-
0
(40,886)
-
0
(4,836)
(65,913)
At 30 April 2024
4,972,889
3,068,518
300,034
240,751
279,695
8,861,887
Carrying amount
At 30 April 2024
1,590,704
1,481,278
189,206
115,755
96,122
3,473,065
At 30 April 2023
1,375,213
1,562,722
226,888
134,439
62,168
3,361,430

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

2024
2023
£
£
Plant and machinery
24,000
54,402
Equipment, fixtures and fittings
-
0
848
Motor vehicles
-
0
14,953
Packhouse equipment
542,216
467,831
Packhouse and buildings
-
33,440

Depreciation amounting to £183,978 (2023: £129,795) was charged in respect of leased assets during the year.

16
Investment property
2024
£
Fair value
At 1 May 2023 and 30 April 2024
302,377
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
16
Investment property
(Continued)
- 31 -

Investment property comprises a residential property on Oaktree Avenue, Maidstone. The fair value of the investment property has been arrived at on the basis of the purchase cost plus directly attributable expenditure. The purchase was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors believe that there has been no material change in the fair value of the property, and that there are no indicators of impairment.

17
Biological assets
Crops
£
Cost
At 1 May 2023
340,413
Additions
400
Disposals
(112,913)
At 30 April 2024
227,900
Depreciation
At 1 May 2023
275,545
Depreciation charged for the year
26,495
Disposals
(117,930)
At 30 April 2024
184,110
Carrying amount
At 30 April 2024
43,790
At 30 April 2023
64,868
18
Fixed asset investments
2024
2023
Notes
£
£
Investments in associates
19
18,356
18,356
Fixed asset investments not carried at market value

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
18
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Shares in group undertakings and participating interests
£
Cost
At 1 May 2023 & 30 April 2024
18,356
Carrying amount
At 1 May 2023 & 30 April 2024
18,356
19
Associates

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

 

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

 

Details of the company's associates at 30 April 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Corkon (Pty) Ltd
82 Vooretrekker Street, Porterville, 6810, Republic of South Africa
ORD
50.00
Winterwood Holdings SA (Pty)
Ltd
Dreampack Building, De Hoek Road, Saron, 6812, Republic of South Africa
ORD
29.06
The aggregate capital and reserves and the result for the year of significant undertakings noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Corkon (Pty) Ltd
82,024
(10,484)
Winterwood Holdings SA (Pty)
Ltd
(2,485,937)
(17,222,121)
20
Financial instruments
2024
2023
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
304
-
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
-
1,931
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 33 -
21
Stocks
2024
2023
£
£
Packaging
361,118
459,927
Livestock
10,000
10,000
371,118
469,927
22
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,024,353
1,584,132
Corporation tax recoverable
138,612
225,056
Derivative financial instruments
304
-
Other debtors
527,294
608,493
Prepayments and accrued income
181,468
932,064
2,872,031
3,349,745
2024
2023
Amounts falling due after more than one year:
£
£
Amounts due from associate undertakings
15,600,240
13,173,335
Total debtors
18,472,271
16,523,080

Amounts due from associate undertakings

Winterwood Holdings SA (Pty) Ltd

Amounts due from associate undertakings includes £15,538,892 (2023: £13,111,987) from Winterwood Holdings SA (Pty) Ltd, a company registered in South Africa. The loan is denominated in Rand and at the year end amounted to R468,279,698/£19,891,604 (2023: R411,043,307/£17,838,219) before impairment. The loan is unsecured, bears interest at a rate determined from time to time and is repayable within 25 years with no fixed repayments within the next twelve months. In addition Winterwood Farms Ltd has agreed to assist Winterwood Holdings SA (Pty) Ltd by subordinating a claim of R413,059,884 (2023: R230,212,777) of Winterwood Farm Ltd's loan account against Winterwood Holdings SA (Pty) Ltd.

 

A write back of impairment adjustments made in prior periods has been made to this loan to reflect the positive expectations of profitablility of the underlying subsidiaries of Winterwood Holdings SA (Pty) Ltd. Whilst as at 30 April 2024 this company did not have sufficient net assets should the loan be called in, the forecasts prepared by management support the future recoverability of more of this loan in time. With an impairment brought forward of £4,726,232 and a write back of impairment of £373,519, the resulting in a net balance due to Winterwood Farms Ltd at 30 April 2024 of £15,538,892 (2023: £13,111,987).

 

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 34 -
23
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
24
1,972,948
604,279
Obligations under finance leases
25
225,092
109,306
Trade creditors
1,220,420
1,239,156
Corporation tax
309,524
-
0
Other taxation and social security
626,860
541,818
Derivative financial instruments
-
0
1,931
Other creditors
274,260
77,735
Accruals and deferred income
263,435
70,394
4,892,539
2,644,619

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

24
Loans and overdrafts
2024
2023
£
£
Bank loans
2,605,098
2,963,041
Bank overdrafts
76,000
245,412
2,681,098
3,208,453
Payable within one year
1,972,948
604,279
Payable after one year
708,150
2,604,174

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

 

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

 

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

 

Subsequent to the year end, the bank loan entered into during 2019 was refinanced. This was for a sum of £2,000,000, repayable over 5 years bearing interest of 1.95% over the prevailing Bank of England base rate.

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 35 -
25
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
225,092
109,306
In two to five years
626,967
45,181
852,059
154,487

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

26
Creditors
2024
2023
Amounts falling due after more than one year:
Notes
£
£
Bank loans and overdrafts
24
708,150
2,604,174
Obligations under finance leases
25
626,967
45,181
1,335,117
2,649,355
27
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
745,275
391,315
2024
Movements in the year:
£
Liability at 1 May 2023
391,315
Charge to profit or loss
353,960
Liability at 30 April 2024
745,275

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

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 36 -
28
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
113,480
114,766

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

29
Share capital
2024
2023
Ordinary share capital
£
£
Issued and fully paid
100 of £1 each
100
100

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

30
Financial commitments, guarantees and contingent liabilities

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

 

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

 

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 37 -
31
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the company for certain of its properties. The financial statements include £93,271 (2023: £77,535) in payments recognised as an expense.

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

2024
2023
£
£
Within one year
93,519
73,944
Between two and five years
44,800
72,266
In over five years
675
-
0
138,994
146,210
32
Capital commitments

Amounts contracted for but not provided in the financial statements:

2024
2023
£
£
Acquisition of tangible fixed assets
162,515
-
33
Related party transactions
Transactions with related parties

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

Name of related party
Nature of relationship
Dreampack (Pty) Ltd
Under the control of key management
Pioterberry Sp. z o.o
Under the control of key management
Polana Sp. z o.o
Under the control of key management
Polski Jagody Sp. z o.o
Associate
Winterwood Holdings (SA) Pty Ltd
Associate
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
33
Related party transactions
(Continued)
- 38 -
Description of
Income
Payments
transaction
2024
2023
2024
2023
£
£
£
£
Dreampack (Pty) Ltd
Sales of goods or services/ interest receivable
3,800
-
0
-
0
-
0
Pioterberry Sp. z o.o
Sales of goods or services
-
0
-
0
2,360,703
2,338,432
Polana Sp. z o.o
Sales of goods or services/proceeds on disposal of fixed assets
28,166
239,904
97,931
205,218
Polski Jagody Sp. z o.o
Sales of goods or services
-
0
-
0
38,102
-
0
Winterwood Holdings (SA) Pty Ltd
Sales of goods or services/interest receivable
397,790
2,172,070
-
0
-
0

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

Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2024
2023
2024
2023
£
£
£
£
Blue Forest Sp. z o.o
17,881
17,881
-
0
-
0
Corkon (Pty) Ltd
61,348
61,348
-
0
-
0
Dreampack (Pty) Ltd
-
0
-
0
7,202
7,202
Polana Sp. z o.o
298,109
326,504
-
0
173
Polski Jagody Sp. z o.o
-
0
-
0
27
-
0
Winterwood Holdings SA (Pty) Ltd
15,538,892
13,111,987
-
0
-
0
Other information

At the year end the loan due from Winterwood Holdings SA (Pty) Ltd was considered to be impaired by £4,352,713 (2023: £4,726,232).

 

At the year end the loan due from Blue Forest Sp. z o. o (Pty) Ltd was considered to be impaired by £160,929 (2023: £160,929).

WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 39 -
34
Directors' transactions

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

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Directors' loan account
2.25
2,651
40,000
-
(62,000)
(19,349)
Directors' loan account
2.25
261,630
17,233
5,844
(73,403)
211,304
Directors' loan account
2.25
(50,000)
50,000
-
-
-
214,281
107,233
5,844
(135,403)
191,955

During the year the company paid rent to a director amounting to £99,425 (2023: £75,424).

35
Ultimate controlling party

The ultimate controlling party is S M Taylor.

36
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
837,782
5,587,246
Adjustments for:
Taxation charged
643,416
128,266
Finance costs
605,476
2,613,977
Investment income
(406,021)
(2,114,298)
Loss/(gain) on disposal of tangible fixed assets
8,841
(522)
Amortisation and impairment of intangible assets
261,730
219,334
Depreciation and impairment of tangible fixed assets
666,230
617,975
Depreciation of biological assets
26,495
30,871
Other gains and losses
(2,235)
(25,101)
Movements in working capital:
Decrease in stocks
98,809
37,324
(Increase) in debtors
(2,077,868)
(5,406,770)
Increase in creditors
453,637
463,903
Decrease in deferred income
-
(61,759)
Cash generated from operations
1,116,292
2,090,446
WINTERWOOD FARMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 40 -
37
Analysis of changes in net debt
1 May 2023
Cash flows
New finance leases
30 April 2024
£
£
£
£
Cash at bank and in hand
26,479
17,813
-
44,292
Bank overdrafts
(245,412)
169,412
-
(76,000)
(218,933)
187,225
-
0
(31,708)
Borrowings excluding overdrafts
(2,963,041)
357,943
-
(2,605,098)
Obligations under finance leases
(154,487)
(345,724)
(351,848)
(852,059)
(3,336,461)
199,444
(351,848)
(3,488,865)
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