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Registered number:
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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ETHICAL FOOD COMPANY LIMITED
COMPANY INFORMATION
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ETHICAL FOOD COMPANY LIMITED
CONTENTS
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ETHICAL FOOD COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors present their strategic report, which is followed by the director's report, together with the audited
financial statements for the year ended 30 September 2024.
The organic market has remained resilient post pandemic and has not seen the declines that were experienced during the last cost of living crisis in 2008. Organic shoppers and retailers of organic have remain engaged and demand has been robust in the period. The overall organic market showed value and volume growth. Within the organic fresh produce sector, volume growth year on year was close to 10%. Organic continues to offer a solution for consumer requiring sustainable, high-quality products free from artificial pesticides.
The business strategy is to provide consistent availability of quality organic products from sustainable sources and 2024 was a pleasing step which saw 8% growth versus the prior year. The long-term strategy is to expand the product portfolio and improve availability. This requires a specific set of skills within the business. The team increasingly demonstrates these abilities driven by high levels of attention required to unlock the opportunities. The business brings together a significant range of organic products to facilitate scale. This model increasingly drives demand momentum, enabling the business to deliver daily with short dwell times and focus on the freshest product. In an era of inflation, these increased efficiencies drive out unnecessary costs and deliver a visible and efficient supply chain that provides the most effective route to market for our network of high calibre growers and suppliers. Resilience planning remains a critical part of our activity, as our UK and global sources increasingly experience the effect of climate change and geopolitical factors. The business approach to resilience is one of tailored risk mitigation by category. This includes identification of salient risks by bespoke risk assessment, horizon scanning, collaborative working and demand forecasting. This iterative process remains critical within our model to provide a resilient supply chain and to enable the consistent delivery of our business strategy. The Company continued its focus on our Operating Ethically Plans of which 2024 was year 4. Central to the business remains our commitments towards assessing, identifying and mitigating modern slavery risks. The Company is dedicated to promoting and implementing ethical and human rights due diligence, enhancing transparency and fostering awareness through engagement and collaboration across the global supply chains and industry partners. Work in 2024 included hosted sessions in 4 source countries on salient risk approach and modern slavery, implementation of a new integrated human rights risk assessment tool, webinars on grievance mechanisms and ongoing work within collective industry bodies. 2024 demonstrated an excellent platform to deliver the next stage of the business strategy and we are extremely positive about how the business is positioned. The Company is run by an experienced , skilful and professional team, allied with a robust financial position. The outlook for the future remains good.
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ETHICAL FOOD COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors consider the principal risk to the company to be the impact on the supply chain due to climate change.
The Company's financial instruments principally comprise of trade debtors, cash at bank and intercompany loans, the main purpose of which is to finance the Company's operations. In addition, the Company has various other financial assets and liabilities such as trade creditors arising directly from operations. It is, and has been throughout the period under review, the Company's policy that there should be no speculative trading in financial instruments. The main risks arising from the Company's financial instruments are liquidity, credit and foreign currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the period.
The Company manages its cash requirements to ensure the Company has sufficient liquid resources to meet the operating needs of the business.
All debtors are subject to credit verification procedures by the Board. Debtors are reviewed on a regular basis and provisions are made for doubtful debts where necessary.
The Company is exposed to exchange rate fluctuations through normal trading activity. This is largely managed through hedging via use of currency forward contracts.
The key performance indicators of the Company are turnover, gross profit, profit before tax and net assets. A brief analysis of these is shown below:
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ETHICAL FOOD COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
This report was approved by the board on 26 June 2025 and signed on its behalf.
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ETHICAL FOOD COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors present their report and the financial statements for the year ended 30 September 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are 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 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 to 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.
The profit for the year, after taxation, amounted to £581,508 (2023 - £336,795).
The directors do not propose the payment of a dividend.
The directors have highlighted in the strategic report on pages 1 - 2, a review of the current year results, future outlook expectations, risks and key performance indicators for the Company.
The directors who served during the year were:
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ETHICAL FOOD COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
During the year, the company appointed Old Mill Audit Limited as auditors, who will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ETHICAL FOOD COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHICAL FOOD COMPANY LIMITED
We have audited the financial statements of Ethical Food Company Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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.
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.
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ETHICAL FOOD COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHICAL FOOD COMPANY LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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ETHICAL FOOD COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHICAL FOOD COMPANY LIMITED (CONTINUED)
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 Auditors' 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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. We recognised specific food safety standards, external customer accreditations, environmental, health and safety standards to be significant laws and regulations to adhere to. Our tests included: - Agreeing the financial statement disclosures to underlying supporting documentation. - Enquiries of management and those charged with governance. - Review of meeting minutes There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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ETHICAL FOOD COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETHICAL FOOD COMPANY LIMITED (CONTINUED)
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 Auditors' 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.
Senior statutory auditor
for and on behalf of
Statutory Auditor
Unit 2, Greenways Business Park
Bellinger Close
Chippenham
England
SN15 1BN
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ETHICAL FOOD COMPANY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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ETHICAL FOOD COMPANY LIMITED
REGISTERED NUMBER: 06882973
BALANCE SHEET
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 13 to 26 form part of these financial statements.
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ETHICAL FOOD COMPANY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Company is a private Company limited by share capital, incorporated in England and Wales. The address of the registered office is Unit 11a Drayton Manor Drive, Alcester Road, Stratford-Upon-Avon, Warwickshire CV37 9RQ.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise
specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
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 (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Terradace Holdings Limited as at 30 September 2024 and these financial statements may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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:
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.
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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Basic 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
The Company uses derivative financial instruments, in particular forward currency contracts, to manage the financial risks associated with the company's activities and the financing of those activities. The Company does not undertake any trading activities in financial instruments.
Forward exchange contracts are used to hedge foreign exchange exposures arising on forecast payments in foreign currencies. At maturity or setlement, gains and losses are taken to the profit and loss account. At each period end forward foreign exchange contracts are fair valued by comparing the position of the contract to the fair value. Gains or losses are taken to the profit and loss account. The Company makes estimates and assumptions concerning the future. Actual results may differ from these estimates. 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 revision and future periods where the revision affects both current and future periods. The directors consider there to be no significant areas of judgments or key sources of estimation uncertainty. Tangible fixed asset depreciation The company depreciates its tangible fixed assets over their estimated useful lives, to an estimated residual value. Management use their knowledge of market conditions, historic experience and estimates of future market conditions to asses the expected useful lives and residual values of their assets.
The whole of the turnover is attributable to the company's principal activity.
Materially, all of the turnover arose within the United Kingdom.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
10.Taxation (continued)
There were no factors that may affect future tax charges.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Company has two dormant wholly owned subsidiary undertakings, Ethical Fruit Company Limited and Organics Farm Foods Limited. The carrying value of the investments is £Nil (2023 - £Nil)
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Capital redemption reserve
Profit and loss account
At the balance sheet date the company had entered into group bank cross guarantees in respect of loans
and overdrafts. At the balance sheet date the total group facility amounted to £28,110,643 (2023 - £21,654,893).
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £95,624 (2023 - £97,504). Contributions totalling £8,427 (2023 - £Nil) were payable to the fund at the balance sheet date.
23.Other financial commitments
The company has entered into forward currency contracts amounting to £4,424,283 (2023 - £3,069,862) as at the balance sheet date.
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ETHICAL FOOD COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Organic Growers Limited is considered to be the Company's immediate parent Company and P Beaumont is considered to be the majority shareholder by virtue of his shareholding in Terradace Holdings Limited, the Company’s ultimate parent Company.
The results of the company are included within the consolidated accounts of Terradace Holdings Limited which are available to public and may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.
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