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Registered number: 08239135










TERRADACE HOLDINGS LIMITED










CONSOLIDATED DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
TERRADACE HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
P Beaumont 
J P Beynon 
N Laister 
N Harbury 
K Sands 




Registered number
08239135



Registered office
14th Floor
33 Cavendish Square

London

W1G 0PW




Independent auditors
Old Mill Audit Limited

Unit 2, Greenways Business Park

Bellinger Close

Chippenham

Wiltshire

England

SN15 1BN





 
TERRADACE HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 13
Directors' Report
14 - 20
Independent Auditors' Report
21 - 24
Consolidated Statement of Comprehensive Income
25
Consolidated Balance Sheet
26 - 27
Company Balance Sheet
28
Consolidated Statement of Changes in Equity
29 - 30
Company Statement of Changes in Equity
31
Consolidated Statement of Cash Flows
32 - 33
Consolidated Analysis of Net Debt
34
Notes to the Financial Statements
35 - 68


 
TERRADACE HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The directors present their strategic report, which is followed by the directors' report, together with the audited financial statements for the year ended 30 September 2024.

Business review
 
The principal activity is that of a holding company.
During this reporting period, the business focus was to continue to evolve the robustness of our global supply chains to deliver enhanced resilience in all product areas in which we operate. These changes inevitably had consequences that affected the investment decisions that we undertook as a Group to support the remodelling of the long-standing process of supply consolidation that had been prescient for over a decade.
 
Inevitably, the complexity of delivering resilience was manifest in the increase in the number and diversity of both our grower base and source countries. This was compounded by the significant increase in climate related events that further impacted supply and consequent availability. To manage the increased complexity, the Group undertook a significant round of investment in our IT infrastructure, ECR systems and in the evolution of AI data interrogation tools. This is a journey that is iterative and extends beyond this reporting period. As our systems evolve to be fully integrated and across all group functions it was also essential to significantly upscale our cyber security. Another impact of our enhanced resilience in our supply chain was the necessity to increase capacity for packing within the UK. This has proven a challenge given the inherent competition for warehousing and factory space in the UK. We have managed our growth and resilience with some of our supplier partners; however, a longer-term solution is still being sought. These structural changes presented a suite of new challenges for our management team. However, the teams within the Group performed at the highest level and managed these changes with a consummate level of professionalism. It is once again prescient to recognise and congratulate the team who work in our organisation. Not only have they all worked incredibly hard; their professionalism and commitment have allowed our Group of companies to thrive through a different type of adversity. The core of the Terradace Group is its people and they have shown more than ever that they are the difference between its success and failure.
As mentioned above, the challenges presented during these times catalysed our thinking with regards to our integrated supply chain and how we could further enhance its resilience. This has resulted in an expanded supply base, contingency planning and a reset on how we will manage the increased level of volatility caused by climate change and the geopolitical unrest around the globe. Notwithstanding these challenges, the Group has continued to pursue its long-term strategy of diversifying its global interests coupled with risk mitigation; to deliver a long-term sustainable business structure. Despite the challenge of a fragmented and fractured global and local supply chain, the Group has continued to succeed in its core activities and has continued to invest and integrate recent acquisitions. By working in partnership with our customers, we reset our model to one of resilience whilst continually pursuing efficiency.
The current reporting period has seen the business once again grow in turnover, cash generation and the delivery of an enhanced asset base.
Within the period, the Group has been able to maximise the success of many recent acquisitions and joint ventures and has made strategic investments particularly in our factories and IT and many have enhanced the portfolio and will lead to continued improvement in performance in the medium and long term. All investments and acquisitions that have been made are aligned to the core business strategy and build on the knowledge, skills, and talent inherent within the business.
The subsidiaries of the Group in the period are listed in note 17 to the accounts.
Our transparent and fully integrated fresh produce supply model has had a successful year as our open, direct to grower model has been proven again to provide exceptional insight for our customers and our growers. This has allowed the Group to take increasing market share from its competition and has further accelerated
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

consolidation in some categories in the fresh produce market. However, as stated above, the pivot to a more resilient model has taken time to assimilate and will be more complex to manage. Consequently, our cost will grow and there is likely to be continued inflation driven by supply interruptions, the development of more expensive contingency source countries and the expansion of our produce packing infrastructure.
During the period, we integrated our purchase of a major packing hub and invested significantly in the capability of the factory and the supporting IT infrastructure. Additionally, we have changed the management team who have delivered a culture of continuous improvement and beginning the journey of establishing a business of shared values with our key customers. We are pleased that we are now moving at pace to a well-managed efficient supply solution. As we operate in the world of efficient resilience, we are aware that more cost-effective capacity has become a critical requirement in our business and our team are working hard to fulfil this goal.  
The Group companies associated with core agriculture continue to evolve at pace. The Group continues to develop our industry leading vertical farm and the delivery from our Matrix 5 growing system augmented by LED lighting has been a success on many levels. Whilst we were able to grow and deliver a 52-week supply of British strawberries it was not without some significant challenges. The cost of energy and being at the cutting edge of a precision growing system both combined to affect the overall financial performance. We remain confident that our patented system will deliver a financially viable product offer in the northern hemisphere winter that is significantly lower in carbon output than imported berries at a value that remains competitive. The investment in our Southern Hemisphere 50-hectare joint venture apricot farm has set an impressive crop of high-quality apricots. Whilst outside of the reporting period, this product was enthusiastically received by our customers worldwide.  The crop was under an innovative retractable cover system and fans that form part of a unique frost protection system. We continue to move all our outdoor non-organic production to be farmed under some form of environmental protection. Increasingly, we are seeing the variability of the global climate having a negative impact on our partners or our own crops. We therefore must protect our supply and improve the resilience of our supply whilst working toward our net zero targets to mitigate these climatic changes in the medium term. All the investments in this area are intrinsic to our goals of long-term sustainability and minimising environmental impacts. 
The Group continues to build a large selection of resource opportunities to evolve the geological and energy generation Group companies. Currently the Group is pursuing a mixture of opportunities for positive cash generation and an industry disruptive exploration model to generate significant asset value. Many of resource plays are very gas rich and this has impacted profitability as gas reserves are significant and global prices reflect this. The Group has an effective plan for the next year and will undertake a strategic business review in this area at the end of that period. Increasingly our resource plays in the Wind River Basin have the potential for long term exploitation or as a sale opportunity.
Whilst risk is ever present in the markets and countries that the Group operates, we undertake continuous analysis of said risk and implement iterative processes to mitigate this. It is evident, as previously stated, that the portfolio of companies and our intrinsic values have proven to be intimately aligned with our customers and have served us incredibly well in a very challenging period. Demand for our services over the period has increased rapidly and this has continued post the year end and as of writing this report we continue to experience this. As always, our extremely talented management team is closely monitoring the situation and will act accordingly to mitigate any potential change in market conditions.
The Group has grown significantly in the period and its continued evolution is above the plan set by the board. The Group’s financial position is very robust with excellent backing from the shareholders and financial institutions.
We will continue with our considered investment approach, underpinned by a very healthy and vibrant Group of businesses.
The Terradace Group of companies continues to be run by a talented, focussed, and dedicated management team who continue to deliver exceptional performance. We are extremely positive about how the Group is positioned and that the current performance and outlook for the future remains very encouraging.

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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Principal risks and uncertainties
 
The directors consider the principal risk to the Group to be the impact on the supply chain due to climate change, this is considered further below. 
The Group's financial instruments principally comprise trade debtors, cash at bank, trade creditors and bank loan facilities, the main purpose of which is to finance the Group's operations. In addition, the Group has various other financial assets and liabilities arising directly from operations. It is, and has been throughout the period under review, the Group's policy that no speculative trading in financial instruments shall be undertaken. 
The main risks arising from the Group's financial instruments are interest, liquidity, credit, and foreign exchange 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.
Interest rate risk
The Group is exposed to cash flow interest rate risk on its floating rate borrowings. All significant borrowings are in GBP.
Liquidity risk
The Group manages its borrowing requirements to ensure the company has sufficient liquid resources to meet the operating needs of the business.
Credit risk
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 when necessary.
Foreign exchange risk
The Group is exposed to exchange rate fluctuations particularly where goods are purchased in Euros and USD. This is largely managed through hedging via use of currency forward contracts.

Section 172 Companies Act 2006 Statement
The directors consider that the decisions taken during the financial year comply with the requirements of s172(1) of the Companies Act 2006.

Directors' statement of compliance with duty to promote the success of the Group
 
Introduction: Strategy & Commitments
The Board and Group company directors acknowledge that the long-term, sustainable success of the business relies on shared values, trust, and collaboration among all our stakeholders – our people, suppliers, customers, and local communities. 
As we continue to operate in an increasingly fragmented global landscape, politically, economically, and environmentally, the Board and directors remain mindful of our stakeholders' views and continually use them to shape our decisions and define the strategic direction across all businesses. 
Through our Group wide governance structure, the Board is informed of the material issues that affect stakeholders. This includes periodic board and leadership meetings, during which the impacts of our strategies and consequences for stakeholders are assessed. 
Our strategy of developing the best people has ensured that our teams create and deliver plans that promote growth while fostering a culture of trust, transparency, and integrity throughout the supply chain.
 
In the current reporting period, we are pleased to report on our positive actions and progress in meeting our commitments to operate responsibly for the benefit of people and the planet. 
 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Operating Responsibly Commitments   
Our Operating Responsibly strategy provides a roadmap across the Group to maximise our positive social, ethical impacts and minimise our environmental footprint. Focused on three impact pillars: Product, Planet, and People, the core commitments are to:
 
Halve our operational food waste by 2030
Remove unnecessary plastic and increase packaging recyclability by 2025
Reach Net Zero in our direct operations by 2035
Support the roll-out of global sustainable agriculture certification programmes by 2025 
Ensure people are treated fairly and that health, safety, and well-being are protected. 

Community Impacts
 
Since 2019, our food redistribution programme has supported communities by providing much needed nutritious, quality fresh food to people at risk of food insecurity. The scale of this programme's reach in communities grows annually. Over the last year, our dedicated team, in collaboration with our long-standing redistribution partners (FareShare and City Harvest), has donated 8.5 million 5-a-day fresh produce portions to people all over the UK.
In 2024, seven supplier partners in Peru and South Africa were awarded £102,000 for social impact projects from a customer global community fund. Within the reporting period, two projects were launched in South Africa, with £22,500 allocated to their support. Five projects are expected to commence in 2025, at which point, the remaining funds will be distributed accordingly. A summary of the project impacts will be reported next year. 

Social & Ethical Impacts 
 
Our unwavering commitment to uphold the highest ethical trade and human rights standards ensures that the people working in our supply chain are protected, respected, and treated fairly. Our human rights due diligence approach has increased transparency of the most salient human rights risks. This enables us to develop targeted mitigative plans that enhance supply chain best practices. During the previous 12 months, through proactive stakeholder engagement, the Group's ethical team has emboldened multi-agency collective action among our customers, competitors, and a regional non-governmental organisation to deliver an industry-first project that will improve accommodation and living standards for farmworkers in Morocco. The project's impacts will be reported in our following annual report. 
We established a gender equality ambition to advocate for at least 30% of leadership positions to be held by women in 2022. In our third year of reporting, we are pleased to have exceeded our goal, with 52% of leadership positions across the Group occupied by women. Within our global supply chain, 80% of our suppliers have reached the 30% target. Aligned with UN Sustainable Development Goal 5 – Gender Equality and the ambitions of our key customers, we will continue to advocate for gender parity and enhanced engagement to tackle gender-sensitive issues throughout the supply chain. 
Our Group Modern Slavery statement demonstrates our public commitment to combat the pervasive and endemic issues of forced labour, modern slavery, and human trafficking in fresh produce supply chains. This year, we are proud to have joined the Modern Slavery Intelligence Network and retained our Stronger Together Advanced Business Partner status, whilst continuing to participate in industry collective action initiatives such as the Food Network for Ethical Trade and Seasonal Workers Scheme Taskforce. 
Environmental Footprint 
Our environmental goals contribute directly to the UN Sustainable Development Goals (SDGs): Responsible Consumption and Production (12), Affordable and Clean Energy (7), Clean Water and Sanitation (6), Climate Action (13), Life on Land (15), and Partnership for the Goals (17).
 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Through our growing partnership with AgriGrub Ltd, a novel insect-focused animal feed producer, we have reduced the percentage of inedible food wasted across the Group by 38% compared to our 2019 baseline. 
Our packaging experts have made significant progress in our efforts to eliminate unnecessary plastic and increase packaging recyclability. In the current reporting period, we removed over 75 million pieces of plastic, equivalent to 112 tonnes, and 94% of all packaging is now recyclable at home or in supermarket front-of-store recycling facilities.  
In our fourth year of Streamlined Energy and Carbon Reporting (SECR), we outlined our obligation to establish science-based targets and transition to renewable electricity across all Group operating sites. 78% of all sites now source renewable electricity, and we plan to transition the remaining by the end of 2025.
Since 2016, we have reduced (market-based) carbon emissions in our manufacturing operations by 43%, which has surpassed our target of a 35% reduction by 2025. We have achieved this by implementing energy efficiency initiatives and sourcing 100% renewable electricity tariffs in all manufacturing & packing sites. In line with the growth of all businesses, we have seen a significant increase in energy use and carbon emissions in our manufacturing and agriculture operations in the last year. Decarbonisation continues as a strategic priority in our roadmap to Net Zero by 2035, for both operations, as defined in our Task Force on Climate-Related Financial Disclosures report.  
Over the last two years, our consistent advocacy for sustainable agriculture certification has led 40% of growers in our supply chain to achieve accreditation. By continuously engaging with our suppliers in the coming year, we plan to procure 70% of all products from sources with sustainable agriculture certification by the end of 2025. In the forthcoming year, our leadership and perseverance in delivering this goal are essential for tackling climate change by protecting and restoring ecosystem services while addressing the multifaceted challenge of reaching Net Zero in agricultural systems worldwide.    

Group non-financial and sustainability information statement
 
Introduction
The Terradace Holdings Limited Group (the ‘Group’) includes subsidiaries responsible for primary production (Agriculture Investments Limited) and the global sourcing, handling, and supply of fresh produce to retail and food service customers (Direct Produce Supplies Limited, dps (M&S) Limited, Fresh Produce Partners Limited, Ethical Fruit Company Limited, and Integrated Service Solutions Limited). The Group exceeds the Task Force on Climate Related Financial Disclosures (TCFD) criteria for turnover (£500 million) and number of employees (500) in the 2023/24 financial year. 
In our second year of disclosure, this report has considered Section C of the TCFD “Guidance for All Sectors” and Section E of the “Supplemental Guidance for Non-financial Groups.” It outlines and demonstrates the Group's commitment to implementing the TCFD framework through our governance, strategy, risk management approach, and climate-related metrics and targets.
As global temperatures escalate, climate change continues to represent salient risks to our business and upstream supply chain. Climate volatility (the increased frequency and severity of extreme weather events) is a disruptive threat to agricultural productivity and livelihoods, with the potential to impact seasonality, crop yields, operating and commodity costs, supply chain infrastructure, customer service levels, and consumer availability.
Over the past 12 months, we have made significant progress in assessing and identifying material climate-related risks in key product categories and have developed targeted adaptation strategies to increase resilience. Looking ahead, together with our stakeholders – customers, suppliers, and people – we must continue to enhance our resilience through a comprehensive approach to scenario analysis, risk mapping, and diversification to exploit key opportunities where single points of failure exist.
In line with our sustainability strategy and company value of 
Operating Responsibly, we remain committed to
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

minimising our environmental footprint for the benefit of the planet and future generations. We will achieve this by implementing long-term, mitigative actions in our direct operations that facilitate the transition to a low-carbon economy. At a global scale, to achieve net zero, we recognise that systemic challenges exist. In the coming year, we aim to increase the transparency of our upstream, Scope 3 emissions, and identify focal areas for decarbonisation (at both a product and country level), whilst continuing to foster collaborative partnerships to support low-carbon transitions across the supply chain.
Governance
Board Oversight of Climate-Related Risks and Opportunities:
 
The Terradace Holdings Board is accountable for the oversight of business resilience, climate-related risks, and opportunities. In Group-owned primary production, the Group Agriculture Director continually evaluates long-term mitigation strategies and opportunities, including investments in innovative, sustainable agriculture technologies and carbon-reducing initiatives.
 
The Commercial and Technical Directors across the Group are accountable and responsible for supply chain diversification and resilience plans, which are reviewed periodically at the Board level. The Board approves the Group Operating Responsibly strategy, which is reviewed and updated annually to reflect the material climate-related issues facing our customers, direct operations, and suppliers. This strategy includes environmental and human rights policies and provides a basis for the Group’s long-term, climate-related risk management and mitigation framework. 
 
Management’s Role:
 
The Commercial and Technical leadership teams define supply chain adaptation and risk management strategies for existing and new sources. 
The Operating Responsibly commitments are included in the Group performance objectives, and the Board receives periodic updates on progress against climate-related objectives, including greenhouse gas (GHG) emissions, waste reduction, and sustainable agriculture initiatives. The Responsible Sourcing and Senior Technical leadership team review progress against the Operating Responsibly plan monthly; key deliverables and updates are presented biannually in Group wide communications.
 
In the last year, the Group has extended the scope of climate risk mapping and impact assessment to manage the potential financial impacts of acute and chronic physical climate-related risks. In response to the most salient risks, the Senior Commercial team agrees and implements resilience plans with customers and suppliers. Progress is managed through Governance frameworks, including joint business plans that are reviewed periodically alongside agreed metrics and targets.
Strategy
Climate-Related Risks and Opportunities:
 
The Group’s global supply chain includes over 5,500 production operations (growers and packhouses) in 46 countries. This scale and complexity increases our exposure to potential financial impacts linked to both acute (e.g., extreme weather events) and chronic (e.g., shifting temperature and precipitation patterns) physical climate change hazards, that can disrupt on-farm operations and logistics infrastructure. 
 
Our ability to identify climate-related risks and opportunities over the short, medium, and long term is imperative, and integral to the Group’s risk management and resilience strategy. 
 
Climate-related risks and opportunities are identified across multiple climate scenarios and time horizons using the World Wildlife Fund (WWF) water and biodiversity risk filters. The risk filters are applied to producer locations using GPS coordinates to quantify specific physical risks, including water scarcity, flooding, drought, and extreme heat, in addition to transition (regulatory, reputational, and market) risks. Future risk projections
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

are analysed for the years 2030 and 2050, and multiple climate scenarios: 1.5 °C (optimistic), 2°C (current), and >3.5°C (pessimistic) for each sourcing country and site. 
 
This scenario analysis is supplemented by company-level qualitative insights and empirical data from trusted sources such as the World Resources Institute (WRI) and the World Bank Climate Knowledge Portal. The Group Commercial and Technical teams use outputs from these analyses to build climate risk registers and supply diversification strategies.
 
The key climate (physical and transition) risks linked to the Group’s overarching strategic responses are outlined below. 
Acute (Time Horizon - short/medium/long): Increased frequency of unpredictable, extreme weather events in the growing cycle/ cropping window (e.g., extreme heat, wildfires, drought, cyclones, flooding, landslides, hail,and sand storms) alters agricultural productivity, including changes in forecasted availability, quality, and/or price:

Potential Risk and Impact:

Extreme heat: The most significant hazard predicted to affect productivity and fixed assets globally. In 2023, extreme heat caused an estimated $835 billion loss in income globally. Future agricultural production in low and medium human development index (HDI) countries is at the highest risk.
 
Impacts: Increased labour and production costs due to loss of daylight harvesting/work hours.
Changes in availability, quality, and price due to plant stress (overall yield, fruit size, maturity, sugar levels, sun scorch, internal defects, e.g., stone burn, and internal browning), and increased crop inputs (e.g., irrigation requirements), could increase commodity costs and reduce gross profit margin.

Strategic Response:

Sourcing resilience – geographic diversification: Identify key resilience products and regions through extensive supply vulnerability and crop sensitivity analysis by country.
Increase geographical spread and introduce new sources. Governance framework to monitor implementation and KPIs.
 
Climate-resilient agriculture – crop protection & genetics: Predictive modelling to select drought and temperature adapted varieties.
Evaluation of hybrid varieties to improve quality, yield, and profile performance to facilitate a move from clonal propagation

Potential Risk and Impact:
 
Floods & storms: A fivefold increase in annual flood losses in Europe and global hurricane frequency could double by 2050. 
 
Impacts: Increased labour and production costs due to lost time; crop losses and superficial quality defects; increased occurrence and virulence of pathogens, pests, and possibly chemicals. 
Increased capital costs to improve flood defences (nature-based interventions and/or enhanced land management practices, rainwater capture and reservoir systems), and overheads due to labour to establish and maintain cover crop areas.
 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
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Increased shipping and freight disruptions resulting in delayed vessels. 

Strategic Response:
 
Climate-resilient agriculture – protected cropping: Investment and innovation in outdoor crop cover and/or protection.
Map flood risk sites and understand interventions. Source from protected cropping systems that enhance environmental control (where possible).
 
Sourcing resilience – logistics: Investment and investigation into alternative vessels, shipping routes, and additional sourcing countries.
 
Chronic Physical Risks (short/medium/long): A long-term shift in weather patterns /recurring seasonal changes (e.g., increased mean air temperature and low precipitation lead to increased pest and disease, poor pollination, fruit set, and flowering, soil degradation, and reduced sequestration potential).
Potential Risk and Impact:
 
Spain, South Africa, Peru, and the UK are at risk of 10% yield losses due to temperature and rainfall changes in the next 10 - 20 years (in the absence of mitigation).

Increased Mean Air Temperature: 2024 warmest year on record; average global temperature exceeded 1.55°C > pre-industrial level. Direct yield impact due to altered crop phenology and production cycles across key product categories. Decreased cold accumulation hours changes the suitability of existing/established varieties due to altered/advanced bud-break, flowering, and fruit set (stone fruit, kiwi, top fruit, and grapes).

Impacts: Increased vulnerability to inconsistent sizing, damage (e.g., frost, hail, season timing, and length), and pest and disease (i.e.,Thrips frankilia (stone fruit), Parvispinus thrips (peppers) - could lead to crop losses of 30% in southern Spain).

Strategic Response:

Climate-resilient agriculture – protected cropping: South Africa & Spain - physical crop covers to mitigate evaporation and limit transpiration. Infrastructure to maximise water capture, storage, and reuse systems.

Potential Risk and Impact:

Low Precipitation & Water Scarcity: Agriculture accounts for approx. 70% of global water demand. Natural sources meet no more than 50% of the annual water budget globally, resulting in significant hydrological deficiencies and long-term increased reliance on re-use/desalination. Increased capital costs to improve water efficacy practices

Strategic Response:

Climate-resilient agriculture – water security: Optimising storage capacity and investment in systems that support reuse and more efficient usage through precision irrigation, predictive ‘smart’ fertigation, and drone technology.
 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Transition Risks (Medium - Long term): 
Market Risk: 

Carbon pricing mechanisms: The potential introduction of emissions taxes for the agricultural industry could disrupt pricing mechanisms and increase the cost of raw materials and overall operating costs.

Strategic Response:

Continual review of regulation and policy requirements and any changes that may impact the 
Group's energy requirements/strategy.

Energy and GHG reduction plans for manufacturing and agricultural operations as significant 
energy-consuming sites across the Group.

Investigate and understand low-carbon technologies for use in manufacturing and agriculture.

Technological Risk:

Costs to transition to lower-carbon: Investment may be required to trial lower carbon technology to achieve net zero.

Strategic Response:

Increase understanding of availability and access to low-carbon innovation across the supply chain.

Regulatory Risk:

Reporting: Mandatory scope 3 emissions reporting and impending CSRDD requirements will increase scrutiny of upstream farming practices.

Strategic Response:

Streamline and enhance data transparency using automated systems to improve data quality, identify decarbonisation hotspots, and better support supplier engagement.

Reputational Risk:

Transparency: Increasing government and customer demand for transparency and action to meet science-based climate change commitments.

Strategic Response:

The Group has established a Net Zero commitment and aims to review and align to the Science Based Targets Initiative (SBTi) framework in the coming year.

Risk Management 
Risk Assessment & Identification:
 
Our risk assessment and identification methodology has evolved over the last 12 months. The Group has established a climate risk and resilience framework, which provides detailed supplier vulnerability and crop sensitivity analysis by country.
 
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The Group has also formalised a new risk register to capture the direct impacts of climate-related events, linked to seven climate hazards (extreme heat, wildfires, coastal flooding, fluvial flooding, tropical cyclones, drought, and water stress) in our supply chain.

The framework prioritises physical risks linked to water stress, temperature, and biodiversity loss. Additional risk parameters include: quality, pest and 
disease incidence, chemical hazards, labour availability, geo-political stability, regulatory risks, cyber security, logistics, and packing site stability. 

Mitigation Measures & Climate-Related Opportunities:
 
The Group’s risk management strategy focuses on strengthening supply chain resilience. Key opportunity areas and actions include:

1. Sourcing Resilience & Adaptation 
 
Geographic diversification: Expanding strategic supplier relationships and sourcing regions to reduce concentration risk and improve supply continuity.
 
2. Climate Resilient Agriculture
 
Protected cropping systems: Increasing reliance on environmentally controlled production to mitigate the effects of extreme weather events.
 
Water efficiency and security: Investing in water storage, reuse systems, and improved irrigation efficiency, especially in water-stressed sourcing regions.
 
Genetics & variety development: Using predictive models and stress testing to select varieties resilient to drought and heat, including trialling hybrid strawberry material to improve yield, quality, and reduce clonal propagation dependency.
 
Biodiversity monitoring: Collaborating with AI-driven innovators to assess ecosystem health via acoustic monitoring and species recognition in outdoor and protected systems.

3. Energy Efficiency & Decarbonisation
 
Energy transition: Conducting lifecycle-based energy planning to shift toward lower-carbon systems. This includes transitioning Group-owned agriculture sites to combined heat and power (CHP), though full implementation is now projected for 2025 due to National Grid technical delays.
 
Scope 3 emissions tracking: Enhancing upstream transparency using automated systems (e.g., M2030 and Mondra) to improve data quality, accelerate reporting efficiency, and supplier engagement.
 
4. Industry Collaboration & Collective Action
 
Site-level interventions: Supporting (and investing in, where relevant) on-farm multi-agency collaborations focused on nature-based mitigation measures. 
 
WRAP & WWF partnerships: As a signatory to the WRAP Water Roadmap and the UK Food and Drink Pact (formerly Courtauld Commitment 2030), we have committed to support the industry-wide target to source 50% of UK fresh produce from areas with sustainable water management. The Group actively participates in collective action initiatives, including a multi-stakeholder project launched in 2024 to tackle water stress in Southern Spain.
 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5. Supplier Engagement 
 
Over the next 12 months, the Group will expand our engagement with strategic suppliers to map site-specific climate mitigation strategies. The insights from this activity will be incorporated into the company’s future climate risk assessment and management plans.
Metrics and Targets
Green House Gas (GHG) Emissions

The Group’s Net Zero 2035 ambition focuses on GHG emissions in our direct operations; specifically, activities in agriculture, manufacturing, offices, and property services. Our near and long-term supply chain targets align with those of our customers and focus on sustainable agriculture practice and the ubiquitous challenge of decarbonisation in primary production. Key climate metrics, targets, progress, and next steps are outlined below:
1. Transition to renewable electricity via REGO certificates in our own operations.

Target: 100% renewable electricity via REGO by the end of 2025.

Progress and Next Steps: 78% of all operational sites have transitioned to 100% renewable electricity via REGO. Remaining operational sites (4) to transition by end of 2025.
2. Scope 1 and 2 (market-based) emissions from manufacturing operations.

Target: 35% reduction by the end of 2025 (vs. 2016 baseline).

Progress and Next Steps: 43% reduction in CO2e vs. 2016/17 (1140 tonnes CO2e) to 2023/24 (651 tonnes CO2e). 

Due to changes in the scope of manufacturing operations and target setting aligned to SBTi methodology, a new baseline will be set by the end of FY 2025/26.
3. Total Scope 1 - 3 GHG emissions across our own operations.

Target: Reduce emissions to net zero by the end 2035.
Progress and Next Steps: Group carbon footprint 10,105 tonnes kgCo2e (direct operations only). 
Location-based emissions increased YoY (207%) due to agriculture and manufacturing.
 
Total emissions: Establish new SBTi FLAG and non-FLAG baseline and target, including near-term and long-term reduction targets, by the end of FY 2025/26.
Agriculture emissions: Identify opportunities and the financial viability of alternative energy sources to replace fossil fuels.

Agriculture & manufacturing emissions: Investigate refrigerant system efficiency, including opportunities to switch to refrigerant gases with a lower global warming potential. 

Long term: Develop plans to tackle unavoidable emissions, through increased understanding of credible Gold Standard/Kyoto-compliant offset initiatives and nature based insetting methodologies, as members of the BRC Mondra coalition. 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4. Growers with sustainable agriculture/ on-farm environmental certification. 

Target: 75% of Group growers certified by April 2026.

Progress and Next Steps: 40% growers certified 2023/24.

Change in reporting to incorporate two targets - LEAF certification by end 2025 and on farm environmental certification (SIZA, SPRING, Alliance for Water Stewardship) by April 2026.

5. Total Scope 3 emissions across value chain.

Target: Reduce emissions to net zero by end of 2050

Progress and Next Steps: Total product carbon footprint mapped for 70% Group turnover using Mondra software. 

Establish new SBTi FLAG and non-FLAG targets, including near-term and long-term reduction targets, by the end of the reporting year 2025/26.

Expand Scope 3 emissions to identify key areas for long-term plans to tackle unavoidable emissions from 2025 - 2027. 
 
Group scope 1 – 3 emissions have increased 207% compared to the previous year due to the scale of growth across manufacturing and agricultural activities. Operational activities within Agriculture Investments and Integrated Service Solutions contribute to the most significant energy consumption and greenhouse gas emissions across the Group (> 90% of all energy consumed). Agriculture and manufacturing operations are also the principal consumers of fossil fuels, so decarbonising both operations through innovation and investment continues as a priority in the medium and long term. 

As a priority for the year ahead, Group net zero and emissions reduction targets will be reviewed in line with the company emissions baseline year recalculation policy (outlined in the Terradace Holdings Limited Streamlined Energy and Carbon report 2023/24), The new targets will to take into account incremental manufacturing capacity in our direct operations and target setting aligned to Science Based Targets Initiative (SBTi) methodology to include FLAG (Forests, land and Agriculture) and Non-FLAG emissions targets in our direct operations, and both upstream (supplier primary production) and downstream (waste and transport) supply chains. 
 
Conclusions & Next Steps
We are optimistic about our progress over the last 12 months to increase the transparency of our climate-related risks, which, through a robust risk management response has increased resilience for our business and stakeholders. 

Our adaptation and mitigation priorities for the year ahead are as follows: 

1.Risk assessment: Continue to update climate-related horizon scanning, scenario analysis, and risk registers to inform medium to long-term sourcing resilience plans.
 
2.Risk management: Continue to implement sourcing resilience and diversification plans. Develop Group-wide, strategic supplier relationships that ensure the continuity of supply and positively impact customer service levels and consumer availability. 
 
3.Risk management: Increase the use of renewable electricity across our direct operations to 100%. Investigate and implement lower-carbon energy initiatives.
 
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TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4.Risk management: Expand the extent of our upstream, supply chain GHG emissions measurement. Identify priorities for collaborative action with suppliers and multi-agency stakeholders to tackle emissions hotspots.
 
5.Climate-related metrics & targets: Establish a new baseline for greenhouse gas emissions targets in our direct operations aligned with SBTi methodology.

Sources:
• 2024: record-breaking watershed year for global climate - Met Office
• Climate Analytics | Climate Action Tracker: 2024 warming projection
• Extreme sea levels and coastal flooding in Europe | European Environment Agency's home page
• WEF_The_Global_Risks_Report_2024
• Impacts of Climate Change and Heat Stress on Farmworkers' Health: A Scoping Review - PMC
• WMO confirms 2024 as warmest year on record at about 1.55°C above pre-industrial level
• Living Planet Report 2024

Financial key performance indicators
The key performance indicators of the Group are turnover, gross profit, profit before tax and net assets. A brief analysis of these is shown below:

 

2024
2023
Variance
      £'000
      £'000
        %

Turnover

766,893

556,316

38
 
Gross Profit

87,653

65,561

34
 
Profit before tax

16,282

13,004

25
 
Net Assets

73,370

64,004

15
 


This report was approved by the board on 26 June 2025 and signed on its behalf.





P Beaumont
Director

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TERRADACE HOLDINGS 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.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activities of the Company are that of a holding company for the Group and an investment company.
The principal activities of the Group are that of importer and wholesalers of fresh produce; growing of fruit;  packaging, grading, ripening, storage and warehousing of fresh produce; real estate and other investment.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £15,324,650 (2023 - £10,595,023).

The directors proposed and paid a dividend of £4,000,000 (2023 - £6,262,689) during the year.
The directors have highlighted in the strategic report on pages 1 - 13, a review of the current year results, use of financial instruments, future outlook expectations, risks and key performance indicators for the company.

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TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Directors

The directors who served during the year were:

P Beaumont 
D Price (resigned 16 September 2024)
J P Beynon 
N Laister 
N Harbury 
K Sands (appointed 22 April 2024)


Engagement with employees

The Group’s goal is to evolve an engaged, motivated and empowered group of employees that understand and embrace the Group's values and objectives. The directors believe that people create the point of difference. The role of Head of People is key to the effectiveness of the Executive Team by elevating employee interests, so they are fully integrated into business strategy and decisions.
The directors engage with the business through regular board meetings with the executive management team and site visits. The executive management team engages with employees through team meetings, Group briefings and where appropriate a one to one meeting on matters likely to affect their interests.
The Group seeks feedback from employees as individuals, using an anonymous employee engagement survey and consults with employees in groups using a regular, minuted, employee forum. This forum is made up of employee nominated representatives and includes at least one of the Group’s executive team. This enables the directors to gain timely feedback on the impact to employee interests due to decisions taken throughout the year.
Information on matters of concern to employees and workers is communicated through emailed information bulletins, toolbox talks, and posters displayed in multiple languages on noticeboards. These processes seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

Engagement with suppliers, customers and others

Communities
Our food redistribution programme supports people and communities across the UK at the highest risk of food insecurity. Our teams are committed to ensuring that no edible food is wasted across our UK manufacturing operations and during the current reporting year, donated several million portions of fresh produce, working closely with national redistribution partners, such as FareShare, who have now recognised us as a Leading  Food Partner and regional charities including City Harvest focused on serving diverse communities in London.
Inclusion & Development
We are committed to ensure that all people are protected, respected, and treated fairly. Our ethical trade and human rights approach ensures trust by implementing the highest standards of ethical compliance and increases transparency through supply chain mapping and our new ethical risk assessment, which enables us to identify hot-spots and enhance supply chain best-practice through stakeholder engagement.
Our commitment to nurture talent at all levels to develop the best people includes a new commitment to advocate for 30% of leadership positions to be occupied by women within our direct operations and upstream supply chain. Our plan is to continue to build our awareness and increase understanding of gender sensitive
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TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

issues across the global supply chain through a series of internal and stakeholder engagement activities.
Operating Responsibly
Through our value and commitment to operate responsibly, we aim to minimise the potential negative environmental impacts that may arise from our associated activities and to maximise our positive social, ethical
impacts throughout our direct operations and wider, global supply-chain.
Social & Ethical Impacts
Our Modern Slavery statements act as our public commitment to recognise the need to progress our 
approach beyond a sole reliance on audit to reduce endemic forced labour, modern slavery and human trafficking risks that exist within fresh produce supply chains. We have maintained our Stronger Together Advanced Business Partner status for the fourth consecutive year and continue to participate in multiagency collective action groups including the Food Network for Ethical Trade.
To monitor and improve conditions for workings within our supply chains; all our high-risk suppliers are third
party audited annually. In response to an increase in Critical Non-Conformances we have increased the scope of our bespoke risk assessment process, to identify and respond to the most salient risks within our direct supply chain.
Environmental Impacts
Our environmental commitments aim to contribute directly to the following UN Sustainable Development Goals (UN SDGs): Clean Water and Sanitation, Affordable and Clean Energy, Responsible Consumption and Production, Climate Action, Life on Land, and Partnership for the Goals.
We have updated our environmental sustainability commitments over the last two years, focused on reducing our end-to-end food waste, removing plastic packaging, and improving recyclability, protecting and restoring biodiversity, implementing water stewardship practices, minimising office, manufacturing, and agricultural waste
through the principles of circular economy. Creating a roadmap to achieve Net Zero by 2035 across our own
operations and a greenhouse gas emission (GHG) reduction target aligned to Science Based Target initiative (SBTi).
We have completed our fifth year of Streamlined Energy and Carbon Reporting (SECR), which outlines our commitment to transiting to renewable energy by site and setting further emissions reductions targets by operation aligned through to the SBTi verification process by the end of 2024.
Our achievements against our commitments over the last years include a reduction in the percentage of food wasted in our manufacturing operations. Through our 4R packaging strategy,(to remove, reduce, replace and reuse unnecessary or hard to recycle packaging) we have been able to remove and/or replace several million pieces of plastic with fully recyclable alternatives. The move to renewable electricity sourced through renewable energy guarantee of origin (REGO) certificates across our manufacturing sites has delivered over a 99.5% reduction in carbon emissions since 2016.
Our global supply chain is directly impacted by the effects of climate change, and we recognise the importance of collective action to protect natural resources. In November 2021 a Group company joined the WRAP Water Road Map as supporting suppliers to increase resilience in water stressed areas by improving water quality and availability, and working in collaboration with other businesses, aim to achieve a shared target of sourcing 50% of the UK’s fresh food from areas with sustainable water management.
Our continued focus over the forthcoming year is to support sustainable farming through a commitment to achieving LEAF Marque certification (and equivalent environmental standard) across our global agricultural supply chains by 2025. 100% of our UK supply chain achieved LEAF certification in 2021 – 2022; the next phase in working towards global environmental stewardship through the implementation in practice and
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TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

certification serves as a crucial step in protecting and restoring the environment for future generations to come.

Disabled employees

We review our Global Diversity, Equity and Inclusion Policy annually and continue to work with external organisations to ensure inclusive practices and procedures are upheld across the Group, where we exercise fairness and ensure that people with disabilities are equally considered. We make reasonable adjustments for people with disabilities (including any colleagues who have become disabled) throughout their career with the Group and ensure our online materials, career site, policies and processes are inclusive of people with both visible and non-visible disabilities. For example, to support fair and objective performance management, we provide training and guidance for line managers that emphasises evaluating colleagues based on skills, capability and demonstrated performance. We also offer leaders and line managers (including those involved in the recruitment process) training covering unconscious bias awareness and mitigation strategies to ensure all are candidates and colleagues assessed based on their experience, merit and contributions.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group appointed SRL Technical Services Ltd, a leading carbon and energy consultancy company, to independently assess its greenhouse gas emissions and energy consumption in accordance with the UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’.
Base Year
The Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance recommends setting a fixed baseline year which will be used to compare future SECR data to understand how KgCO2e generation has changed over time. 
This is the fifth year of SECR reporting for the Group and will become the new baseline as a result of individual subsidiary changes, such as acquisitions of new sites, described in the individual SECR reports.
The Group's greenhouse gas emissions and energy consumption are as follows: 


2024
2023

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
7,970.33
1,453.89

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent - Location based)
2,127.29
1,829.65

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
7,880,732
8,835,705

Reporting Methodology
The reporting period is 1 October 2023 to 30 September 2024 (inclusive).
Reporting follows the 
Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance. The Department for Business, Energy & Industrial Strategy's (BEIS) 2023 and 2024 conversion factors have been used to calculate the kilograms of carbon dioxide equivalents (KgCO2e) from the energy uses identified below:
 
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TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Green house gas emissions calculations include total kgCO2e for scope 1 (red diesel, diesel, petrol, LPG, LNG, natural gas and refrigerant), scope 2 (electricity) and 3 (water, fuel for business travel and train journeys) emissions.
Both location-based and market-based emissions have been calculated and defined as:
• Location-based - Emissions associated with electricity consumption that reflect the average emissions of the UK electricity grid where the energy consumption occurs.
• Market-based - Emissions associated with electricity consumption that reflect a contractual entitlement to claim an emissions rate, allowing for a reduced emission figure where, for example, a renewable energy tariff is backed by certificates such as REGO.
Energy Efficient Actions During Reporting Year
Integrated Service Solutions Ltd completed the move to electric forklifts in September to reduce red diesel usage at Teynham.
Ethical Food Company Ltd have continued to:
 
Source 100% renewable electricity at the office and record the amount of electricity used from onsite solar panels. 
Encourage best practice methods for energy saving and efficiency in the office.
Monitor and report Scope 3 emissions, such as business travel, to preserve transparency.

Domum Agrum Ltd have:

Maintained their solar panels to help with financial return for the farm.
Remained on an 100% renewable energy tariff.
Installed rain covers on 1.6 hectares of cherries to increase yields by decreasing fruit waste.
Fitted external lights in the camp site with solar sensors.
Undertaken a GuanoBoost trail to reduce the conventional fertiliser use.
Installed LEDs to replace fluorescent tube lighting.
Removed apricots due to them failing in the UK which has reduced fruit wastage and chemical usage.
Placed 7.14 hectares into the Sustainable Farming Incentive scheme as grassy field corners and blocks.

Berry Farming Ltd have:

Constructed an onsite packhouse to allow direct distribution to customer distribution centre. This became live on 6th January 2025.
Achieved climate cooling within the glasshouse by external roof sprinklers. This should improve crop yield and quality.
Combined Heat and Power (CHP) installed but not yet commissioned to reduce red diesel consumption.

Berry Farming Ltd have also improved winter production by installing an air-handling and distribution system to optimise crop climate, which will reduce energy consumption. Crop sensors have also been procured to make energy management more accurate. The energy efficiency of on-site accommodation has also been improved by placing timers on tumble dryers and installing lockable heat thermostats in the caravans. The accommodation facility is also on-site, which reduces daily transport.

Rudford Farm Ltd installed stone tracks at the Fosbury site which will improve water quality overtime by preventing soil erosion and run-off into water courses.

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TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Terradace Property Services Ltd have continued to:

Source 100% renewable electricity at all three sites.
Encourage best practice methods for energy saving and efficiency.

Direct Produce Supplies Ltd have:

Put a 100% renewable electricity contract in place at the Bearsted site.
Installed solar panels at Bearsted in June.

The Group are planning to complete the following to become more energy and carbon efficient:

Transition to 100% renewable energy tariffs across all farms and offices via REGO certificates by 2025.
Identify opportunities and financial viability of using alternative fuels to replace fossil fuels on farms.
Investigate refrigerant system efficiency, including opportunities to switch to refrigerant gases with a lower global warming potential.
Continue to encourage best practice methods for energy saving and efficiency across all offices.
Continue to monitor and report on Scope 3 emissions to preserve transparency and work towards developing long-term plans to tackle unavoidable emissions. For example, via accredited and credible Gold Standard/Kyoto-compliant offset initiatives.
Achieve an intensity ration that does not exceed 0.00532 kgCO2e/£ year on year. This has been exceeded in this reporting period. New greenhouse gas emission reduction targets will be aligned to the Science Based Target initiative (SBTi) by the end of 2025.

The overall goal is to work towards achieving Net Zero emissions by 2035 for internal operations. This means any unavoidable emissions will be offset by 2035. Another goal is to have a Net Zero supply chain by 2050.

Intensity Measurement
The intensity metric chosen is kgCO2e per £ of revenue.
The Group total is 0.012KgCO2e/£ (location based).

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

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.

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TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' 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.
 





P Beaumont
Director

Page 20

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Terradace Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


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


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 21

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 22

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 14, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 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 Group 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 parent 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.


Page 23

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.





Philip Mills MSc BA ACA 
Senior Statutory Auditor
for and on behalf of
Old Mill Audit Limited
Statutory Auditor 
 
Unit 2, Greenways Business Park
Bellinger Close
Chippenham
Wiltshire
England
SN15 1BN

26 June 2025
Page 24

 
TERRADACE HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024


2024
2023
Note
£
£

  

Turnover
 4 
766,893,196
556,316,461

Cost of sales
  
(679,240,310)
(490,755,794)

Gross profit
  
87,652,886
65,560,667

Administrative expenses
  
(72,913,072)
(50,267,448)

Other operating income
 5 
3,176,015
323,248

Operating profit
 6 
17,915,829
15,616,467

Income from participating interests
  
(463,587)
(1,833,309)

Income from fixed assets investments
  
573,376
148,124

Interest receivable and similar income
 11 
1,045,030
553,113

Interest payable and similar expenses
 12 
(2,788,747)
(1,480,696)

Profit before taxation
  
16,281,901
13,003,699

Tax on profit
 13 
(5,245,895)
(2,966,736)

Profit for the year
  
11,036,006
10,036,963

  

Foreign exchange on retranslation of subsidiary
  
355,788
283,012

Joint venture revaluation adjustments
  
1,923,737
3,605,022

Other comprehensive income for the year
  
2,279,525
3,888,034

Total comprehensive income for the year
  
13,315,531
13,924,997

Profit for the year attributable to:
  

Non-controlling interests
  
(4,288,644)
(558,060)

Owners of the parent Company
  
15,324,650
10,595,023

  
11,036,006
10,036,963

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(4,010,928)
(305,699)

Owners of the parent Company
  
17,326,459
14,230,696

  
13,315,531
13,924,997

The notes on pages 35 to 68 form part of these financial statements.

Page 25

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
14,665,319
11,129,369

Tangible assets
 16 
56,518,846
56,993,860

Investments
 17 
9,868,345
7,889,210

Investment property
 18 
6,898,626
5,282,324

  
87,951,136
81,294,763

Current assets
  

Stocks
 19 
8,543,912
6,088,829

Debtors: amounts falling due after more than one year
 20 
278,113
327,149

Debtors: amounts falling due within one year
 20 
87,793,458
70,814,122

Cash at bank and in hand
  
35,219,739
26,726,128

  
131,835,222
103,956,228

Creditors: amounts falling due within one year
 21 
(110,935,514)
(84,664,942)

Net current assets
  
 
 
20,899,708
 
 
19,291,286

Total assets less current liabilities
  
108,850,844
100,586,049

Creditors: amounts falling due after more than one year
 22 
(30,617,143)
(32,321,372)

Provisions for liabilities
  

Deferred taxation
 25 
(4,507,391)
(3,944,240)

Other provisions
 26 
(356,532)
(316,587)

  
 
 
(4,863,923)
 
 
(4,260,827)

Net assets
  
73,369,778
64,003,850

Page 26

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
 27 
11,383
11,383

Share premium account
 28 
8,504,982
8,504,982

Foreign exchange reserve
 28 
45,784
(32,288)

Other reserves
 28 
5,528,759
3,605,022

Profit and loss account
 28 
64,558,489
53,761,117

Equity attributable to owners of the parent Company
  
78,649,397
65,850,216

Non-controlling interests
  
(5,279,619)
(1,846,366)

  
73,369,778
64,003,850


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2025.




P Beaumont
Director

The notes on pages 35 to 68 form part of these financial statements.

Page 27

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
2,495,833
-

Tangible assets
 16 
1,177,819
1,180,349

Investments
 17 
53,562,230
42,512,830

  
57,235,882
43,693,179

Current assets
  

Debtors: amounts falling due within one year
 20 
45,458,813
39,662,474

Cash at bank and in hand
  
4,063,210
2,335,201

  
49,522,023
41,997,675

Creditors: amounts falling due within one year
 21 
(39,080,819)
(20,293,249)

Net current assets
  
 
 
10,441,204
 
 
21,704,426

  

Creditors: amounts falling due after more than one year
 22 
(20,250,000)
(18,895,603)

Provisions for liabilities
  

Other provisions
 26 
(206,477)
-

  
 
 
(206,477)
 
 
-

Net assets
  
47,220,609
46,502,002


Capital and reserves
  

Called up share capital 
 27 
11,383
11,383

Share premium account
 28 
8,504,982
8,504,982

Profit and loss account
 28 
38,704,244
37,985,637

  
47,220,609
46,502,002


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2025.


P Beaumont
Director

The notes on pages 35 to 68 form part of these financial statements.

Page 28
 

 
TERRADACE HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024



Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 October 2023
11,383
8,504,982
(32,288)
3,605,022
53,761,117
65,850,216
(1,846,366)
64,003,850



Comprehensive income for the year


Profit for the year
-
-
-
-
15,324,650
15,324,650
(4,288,644)
11,036,006


Foreign exchange on retranslation of subsidiary
-
-
78,072
-
-
78,072
277,716
355,788


Joint venture revaluation adjustments
-
-
-
1,923,737
-
1,923,737
-
1,923,737


Dividends: Equity capital
-
-
-
-
(4,000,000)
(4,000,000)
-
(4,000,000)


Transfer of Non-controlling interest
-
-
-
-
21,013
21,013
(21,013)
-


Change in Non-controlling interest
-
-
-
-
(548,291)
(548,291)
598,688
50,397



At 30 September 2024
11,383
8,504,982
45,784
5,528,759
64,558,489
78,649,397
(5,279,619)
73,369,778



The notes on pages 35 to 68 form part of these financial statements.

Page 29

 

 
TERRADACE HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023



Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 October 2022
11,383
8,504,982
(62,939)
-
49,389,897
57,843,323
(1,489,993)
56,353,330



Comprehensive income for the year


Profit for the year
-
-
-
-
10,595,023
10,595,023
(558,060)
10,036,963


Foreign exchange on retranslation of subsidiary
-
-
30,651
-
-
30,651
252,361
283,012


Joint venture revaluation adjustments
-
-
-
3,605,022
-
3,605,022
-
3,605,022


Dividends: Equity capital
-
-
-
-
(6,262,689)
(6,262,689)
-
(6,262,689)


Change in Non-controlling interest
-
-
-
-
38,886
38,886
(50,670)
(11,784)


Disposal of subsidiary
-
-
-
-
-
-
(4)
(4)



At 30 September 2023
11,383
8,504,982
(32,288)
3,605,022
53,761,117
65,850,216
(1,846,366)
64,003,850



The notes on pages 35 to 68 form part of these financial statements.

Page 30

 

 
TERRADACE HOLDINGS LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£



At 1 October 2022
11,383
8,504,982
31,863,451
40,379,816



Comprehensive income for the year


Profit for the year
-
-
12,384,875
12,384,875


Dividends: Equity capital
-
-
(6,262,689)
(6,262,689)





At 1 October 2023
11,383
8,504,982
37,985,637
46,502,002



Comprehensive income for the year


Profit for the year
-
-
4,718,607
4,718,607


Dividends: Equity capital
-
-
(4,000,000)
(4,000,000)



At 30 September 2024
11,383
8,504,982
38,704,244
47,220,609



Page 31
 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
11,036,006
10,036,963

Adjustments for:

Amortisation of intangible assets
2,479,584
1,328,754

Depreciation of tangible assets
6,564,994
5,306,301

Loss on disposal of tangible assets
277,403
244,275

Interest paid
2,788,747
1,480,696

Interest received
(1,045,030)
(553,113)

Taxation charge
5,245,895
2,966,736

(Increase)/decrease in stocks
(2,429,210)
558,508

Increase in debtors
(16,358,798)
(2,305,715)

Increase in creditors
23,294,031
105,499

Increase/(decrease) in provisions
39,945
(107,362)

Corporation tax (paid)
(3,868,378)
(4,558,379)

Net effect of foreign exchange differences
123,090
283,012

Dividends received
(573,376)
(148,124)

Income from participating interest
463,587
1,833,309

Net cash generated from operating activities

28,038,490
16,471,360


Cash flows from investing activities

Purchase of intangible fixed assets
(4,420,840)
-

Purchase of tangible fixed assets
(6,532,044)
(11,403,439)

Sale of tangible fixed assets
68,508
1,579,871

Purchase of investment properties
(1,616,302)
(3,104,361)

Purchase of listed investments
(4,918,030)
(586,311)

Sale of listed investments
4,933,939
-

Purchase of subsidiary
(1,083,777)
(19,203,191)

Interest received
1,045,030
553,113

Cash received on acquisition of subsidiary
520,806
617,793

Net cash used in investing activities

(12,002,710)
(31,546,525)

Cash flows from financing activities

New secured loans
25,000,000
28,297,314

Repayment of loans
(25,753,422)
(4,196,654)

Dividends paid
(4,000,000)
(6,262,689)

Interest paid
(2,788,747)
(1,480,696)

Net cash (used in)/from financing activities
(7,542,169)
16,357,275
Page 32

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


2024
2023

£
£


Net increase in cash and cash equivalents
8,493,611
1,282,110

Cash and cash equivalents at beginning of year
26,726,128
25,444,018

Cash and cash equivalents at the end of year
35,219,739
26,726,128


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
35,219,739
26,726,128


The notes on pages 35 to 68 form part of these financial statements.

Page 33

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024





At 1 October 2023
Cash flows
Acquisition and disposal of subsidiaries
At 30 September 2024
£

£

£

£

Cash at bank and in hand

26,726,128

7,972,805

520,806

35,219,739

Debt due after 1 year

(22,667,063)

(428,937)

-

(23,096,000)

Debt due within 1 year

(2,756,750)

(2,243,250)

-

(5,000,000)

Finance leases

(15,826,574)

3,828,354

-

(11,998,220)


(14,524,259)
9,128,972
520,806
(4,874,481)

The notes on pages 35 to 68 form part of these financial statements.

Page 34

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

The company is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW. The principal
trading address is 57-63 Church Road, Wimbledon, London, SW19 5SB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Company and the parent Company would be identical;
No Statement of Cash Flows has been presented for the parent Company;
Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Company as a whole; and
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole.

The following principal accounting policies have been applied:

Page 35

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2014.

 
2.3

Joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.4

Turnover

Sale of goods
Turnover from the sale of goods is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised when goods have been dispatched.
Rendering of services
Turnover from a contract to pack, grade, ripen, store, and warehouse fresh produce is recognised in the period in which the service is provided to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Page 36

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.5

Intangible assets

Intangible assets, other than goodwill, are stated at historical cost less accumulated amortisation and any accumulated impairment losses.
Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is measured at fair value at the date of acquisition and is recognised separately from goodwill if the asset is separable or arises from contractual or other legal rights.
All intangible assets are amortised on a straight line basis to Administrative expenses in the Consolidated Statement of Comprehensive Income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The expected useful lives of assets are reviewed on an annual basis and, if necessary, changes in useful lives are accounted for prospectively.
The estimated useful lives range as follows:
Intellectual Property Rights (IP) - 5 years
Marketing Rights - 10 years
Development expenditure - Term of the licence
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to Administrative expenses in the Consolidated Statement of Comprehensive Income over its useful economic life.
Gas & Oil rights
Gas & Oil rights include expenditure on the exploration for and evaluation of oil. Amortisation is provided on a straight line basis over their useful economic life following start of exploration. 
Development expenditure
Exploration licence costs are capitalised within intangible assets and are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount.

Page 37

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.6

Tangible fixed assets

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

Growing stock is made up of costs in establishing the farms in non cropping years. Once the assets
start producing yields, these costs are taken to the profit and loss as maintenance costs.

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

The estimated useful lives range as follows:

Freehold property
-
50 years
Long-term leasehold property
-
Term of the lease to a maximum of 50 years
Short-term leasehold property
-
Term of the lease to a maximum of 10 years
Plant and machinery
-
5 years
Motor vehicles
-
3 years
Fixtures and fittings
-
10 years or 15% reducing balance
Office equipment
-
20-25% straight line
Computer equipment
-
Up to 3 years
Growing stock and other fixed assets
-
15% straight line

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

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

Depreciation is only provided on Growing stock once they are bearing fruit suitable for commercial
purposes.

  
2.7

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 38

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.8

Investment property

Investment property is carried at fair value determined periodically by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.



 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 90 days. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 39

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.12

Financial instruments

The Group 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 Group's Balance Sheet when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently
Page 40

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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.

 
2.13

Foreign currency translation

Functional and presentation currency

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

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into GBP at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are
Page 41

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.13
Foreign currency translation (continued)

recognised in other comprehensive income.

 
2.14

Finance costs

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

 
2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.16

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.17

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss 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 Group in independently administered funds.

The Group contributes to personal pension schemes of certain directors and employees and the pension charge represents the amounts payable by the Group during the year.

 
2.18

Interest income

Interest income is recognised in profit or loss when receivable or received.

Page 42

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.19

Provisions for liabilities

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

 
2.20

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax.


  
2.21
Forward contracts

The Group uses derivative financial instruments, in particular forward currency contracts, to manage the financial risks associated with the Group's activities and the financing of those activities. The Group 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 when a contract ceases to be a hedge, 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. All gains or losses are taken to the profit and loss account.

Page 43

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.22

Employee benefit trust

In accordance with FRS 102 S9.33, assets and liabilities held by the EBT are consolidated within the accounts of the company. Any assets held by the EBT cease to be recognised on the company balance sheet when the assets vest unconditionally to identified beneficiaries. 

 
2.23

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefit and hence all expenditure on research shall be recognised as an expense when it is incurred. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group 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 the revision and future periods where the revision affects both current and future periods.
Tangible fixed asset depreciation
The Group 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.


4.


Turnover

The total turnover of the Group for the year has been derived from its principal activities, with the majority of turnover derived from the sale of fresh produce.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
752,166,104
550,822,083

Rest of the world
14,727,092
5,494,378

766,893,196
556,316,461


Page 44

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5.


Other operating income

2024
2023
£
£

Other operating income
2,761,705
57,565

Net rents receivable
414,310
265,683

3,176,015
323,248



6.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Depreciation of tangible fixed assets
4,277,360
2,932,047

Depreciation of leased tangible fixed assets
2,287,634
2,374,254

Amortisation of intangible assets, including goodwill
2,479,584
1,328,754

Other operating lease rentals
3,558,576
2,775,574

Foreign exchange differences
996,417
(203,643)


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
15,000
10,000

Fees payable to the Company's auditors and their associates in respect of:

Audit-related assurance services
245,000
190,000

Taxation compliance services
-
55,000

All other services
-
65,000

Page 45

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
78,325,087
55,404,474
15,094,380
7,360,301

Social security costs
5,828,815
2,760,949
1,894,357
1,091,767

Cost of defined contribution scheme
1,175,134
820,250
82,385
18,928

85,329,036
58,985,673
17,071,122
8,470,996


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Agricultural staff
148
115
-
-



Production and packing
839
1,000
-
-



Technical, procurement and sales
151
113
-
-



Management and administration
70
92
9
7

1,208
1,320
9
7


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
14,090,080
6,635,176

Group contributions to defined contribution pension schemes
75,063
7,051

14,165,143
6,642,227


During the year retirement benefits were accruing to 5 directors (2023 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £10,380,000 (2023 - £4,158,021).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £22,000 (2023 - £NIL).

Page 46

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.


Income from investments

2024
2023
£
£



Dividend and fair value movements
573,376
148,124





11.


Interest receivable

2024
2023
£
£


Bank and Other interest receivable
1,045,030
553,113


12.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
2,298,897
1,285,591

Other loan interest payable
273,268
-

Finance leases and hire purchase contracts
193,510
188,391

Corporation tax interest payable
23,072
6,714

2,788,747
1,480,696


13.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
4,240,258
1,815,620

Adjustments in respect of previous periods
(27,120)
12,235


4,213,138
1,827,855


Deferred tax


Origination and reversal of timing differences
1,032,757
1,138,881


Tax on profit
5,245,895
2,966,736
Page 47

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the applicable rate of corporation tax in the UK of 25% (2023 - 22%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
16,281,901
13,003,699


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22%)
4,070,475
2,864,657

Effects of:


Expenses not deductible for tax purposes
1,375,758
176,518

Capital allowances for year in excess of depreciation
743,248
(788,675)

Utilisation of tax losses
-
(125,447)

Losses carried back
-
129,642

Adjustments to tax charge in respect of prior periods
(27,120)
12,235

Short term timing difference leading to an increase (decrease) in taxation
162,698
-

Non-taxable consolidation adjustments
(1,349,423)
263,284

Unrelieved tax losses carried forward
141,079
534,876

Other differences leading to an increase in the tax charge
129,180
(100,354)

Total tax charge for the year
5,245,895
2,966,736


Factors that may affect future tax charges

The group has estimated tax losses of £3.7m (2023 - £3.7m ) to carry forward against future profits.
These losses in part offset against the group's deferred tax liability arising from capital allowances.
The balance of any losses available to offset against future trading profits is estimated at £Nil (2023 -
£184,350). No deferred tax asset has been recognised in respect of the losses arising due to the
uncertainty as to when the asset will be recovered.


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £4,718,607 (2023 - £12,384,875).

Page 48
 


 
TERRADACE HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024


15.


Intangible assets


Group






Oil & gas rights
Development expenditure
IP & Marketing Rights
Goodwill
Total

£
£
£
£
£



Cost


At 1 October 2023
220,868
1,393,540
-
19,013,928
20,628,336


Additions
-
-
4,420,840
-
4,420,840


On acquisition of subsidiaries
-
-
-
1,732,239
1,732,239


Foreign exchange movement
(19,501)
(118,044)
-
-
(137,545)



At 30 September 2024

201,367
1,275,496
4,420,840
20,746,167
26,643,870



Amortisation


At 1 October 2023
-
428,669
-
9,070,298
9,498,967


Charge for the year on owned assets
-
-
965,940
1,513,644
2,479,584



At 30 September 2024

-
428,669
965,940
10,583,942
11,978,551



Net book value



At 30 September 2024
201,367
846,827
3,454,900
10,162,225
14,665,319



At 30 September 2023
220,868
964,871
-
9,943,630
11,129,369
Page 49

 


 
TERRADACE HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
           15.Intangible assets (continued)


Page 50
 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
           15.Intangible assets (continued)




Company





Intellectual Property Rights

£



Cost


Additions
3,000,000



At 30 September 2024

3,000,000



Amortisation


Charge for the year
504,167



At 30 September 2024

504,167



Net book value



At 30 September 2024
2,495,833



At 30 September 2023
-

Page 51

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

16.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Short-term leasehold property
Plant and machinery
Motor vehicles

£
£
£
£
£



Cost


At 1 October 2023
21,004,025
18,340,936
903,058
7,789,680
130,729


Additions
84,483
2,094,914
61,403
1,317,872
-


Disposals
-
(208,987)
-
(107,258)
-


Exchange adjustments
(103,672)
-
-
(20,471)
-



At 30 September 2024

20,984,836
20,226,863
964,461
8,979,823
130,729



Depreciation


At 1 October 2023
265,900
1,399,188
505,863
2,007,184
39,249


Charge for the year on owned assets
170,253
910,206
80,291
1,205,598
22,051


Disposals
-
(11,476)
-
(63,926)
-


Exchange adjustments
(28,990)
-
-
-
-



At 30 September 2024

407,163
2,297,918
586,154
3,148,856
61,300



Net book value



At 30 September 2024
20,577,673
17,928,945
378,307
5,830,967
69,429



At 30 September 2023
20,738,125
16,941,748
397,195
5,782,496
91,480
Page 52

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

           16.Tangible fixed assets (continued)


Fixtures and fittings
Office equipment
Computer equipment
Growing stock and other fixed assets
Total

£
£
£
£
£



Cost


At 1 October 2023
18,220,913
3,221,099
1,943,972
1,914,990
73,469,402


Additions
1,759,982
47,689
747,190
418,511
6,532,044


Disposals
-
(57,470)
-
(324,655)
(698,370)


Exchange adjustments
-
-
-
-
(124,143)



At 30 September 2024

19,980,895
3,211,318
2,691,162
2,008,846
79,178,933



Depreciation


At 1 October 2023
9,315,938
1,036,319
1,351,937
553,964
16,475,542


Charge for the year on owned assets
2,213,815
78,189
869,797
1,014,794
6,564,994


Disposals
(102,108)
(57,470)
-
(116,479)
(351,459)


Exchange adjustments
-
-
-
-
(28,990)



At 30 September 2024

11,427,645
1,057,038
2,221,734
1,452,279
22,660,087



Net book value



At 30 September 2024
8,553,250
2,154,280
469,428
556,567
56,518,846



At 30 September 2023
8,904,975
2,184,780
592,035
1,361,026
56,993,860

Freehold property includes land of £7,364,679 (2023 - £7,364,679) which is not depreciated.
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Long-term leasehold property
15,048,928
16,852,432

Plant and machinery
1,378,033
1,649,940

Computer equipment
48,248
75,818

Fixtures and fittings
77,358
89,763

16,552,567
18,667,953

Page 53

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Company






Short-term leasehold property
Plant and machinery
Computer equipment
Total

£
£
£
£

Cost


At 1 October 2023
628,155
111,082
1,158,737
1,897,974


Additions
61,403
7,492
463,254
532,149



At 30 September 2024

689,558
118,574
1,621,991
2,430,123



Depreciation


At 1 October 2023
314,490
63,320
339,815
717,625


Charge for the year on owned assets
70,886
22,168
441,625
534,679



At 30 September 2024

385,376
85,488
781,440
1,252,304



Net book value



At 30 September 2024
304,182
33,086
840,551
1,177,819



At 30 September 2023
313,665
47,762
818,922
1,180,349






Page 54

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

17.


Fixed asset investments

Group





Listed investments
Unlisted investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 October 2023
4,376,682
147,231
3,512,528
8,036,441


Additions
4,918,030
-
-
4,918,030


Disposals
(4,933,939)
-
-
(4,933,939)


Revaluations
534,894
-
1,923,737
2,458,631


Share of profit/(loss)
-
-
(463,587)
(463,587)



At 30 September 2024

4,895,667
147,231
4,972,678
10,015,576



Impairment


At 1 October 2023
-
147,231
-
147,231



At 30 September 2024

-
147,231
-
147,231



Net book value



At 30 September 2024
4,895,667
-
4,972,678
9,868,345



At 30 September 2023
4,376,682
-
3,512,528
7,889,210

Revaluation movement of £1,923,737 under Investment in joint ventures relates to the Group's share of revaluation reserve gains and hyperinflation adjustments in an overseas joint venture.

Page 55

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Company





Investments in subsidiary companies
Listed investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 October 2023
35,977,402
4,376,682
2,158,746
42,512,830


Additions
10,530,415
4,918,030
-
15,448,445


Disposals
-
(4,933,939)
-
(4,933,939)


Revaluations
-
534,894
-
534,894



At 30 September 2024
46,507,817
4,895,667
2,158,746
53,562,230






Net book value



At 30 September 2024
46,507,817
4,895,667
2,158,746
53,562,230



At 30 September 2023
35,977,402
4,376,682
2,158,746
42,512,830

Page 56

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

B Fresh Group Limited
Holding company
Ordinary
100%
Direct Produce Supplies Limited (i)
Importer and wholesalers of fruit
Ordinary
100%
Agriculture Investments Limited
Investment company
Ordinary
100%
Fresh Produce Partners Limited (x)
Importer and wholesalers of fruit
Ordinary
80%
Geological Investments Limited
Investment company
Ordinary
100%
Agriculture Espana Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Domum Agrum Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Plum Growers Limited (ii)
Dormant
Ordinary
100%
Integrated Fruit Marketing (PTY)
Marketing of fruit, properties and related activities
Ordinary
87%
Cherry Growers Limited (ii)
Dormant
Ordinary
100%
South Pass UK Limited (vi)
Investment company
Ordinary
13.89%
South Pass Petroleum Inc. (iii)
Oil exploration activities
Ordinary
10%
Berry Farming Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Organic Growers Limited
Holding company
Ordinary
100%
Ethical Food Company Limited (iv)
Importer and wholesalers of fruit
Ordinary
82.6%
Ethical Fruit Company Limited (v)
Dormant
Ordinary
82.6%
Organic Farm Foods Limited (v)
Dormant
Ordinary
82.6%
Rudford Farm Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
DPS (M&S) Limited (ix)
Importer and wholesalers of fruit
Ordinary
89%
Terradace Property Services Limited
Investment company
Ordinary
83%
Integrated Service Solutions Limited
Grading, ripening, packing, storage and warehousing of fruit produce
Ordinary
100%
TPS Pebbles & Newbury Limited (vii)
Property rental company
Ordinary
100%
TPS Mansfield Limited (vii)
Property rental company
Ordinary
100%
Incafield Limited
Investment and holding company
Ordinary
100%
Cross & Wells Limited (viii)
Grading, ripening, packing, storage and warehousing of fruit produce
Ordinary
100%
Southern Crops Limited
Importer and wholesalers of fruit
Ordinary
70%
The Fruit Firm Limited (xi)
Importer and wholesalers of fruit
100%

Page 57

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Subsidiary undertakings (continued)

(i) Shares held via B Fresh Group Limited.
(ii) Shares held via Agriculture Investments Limited.
(iii) Shares held via South Pass UK Limited. South Pass UK Limited holds 72% of the share capital.
(iv) Shares held via Organic Growers Limited. Organic Growers Limited holds 82.6% of the share capital.
(v) Shares held via Ethical Food Company Limited. Ethical Food Company Limited holds 100% of the share capital.
(vi) This company along with its subsidiary undertaking are consolidated on the basis that Terradace Holdings Limited maintains control over the majority of voting rights.
(vii) Shares held via Terradace Property Services Limited.
(viii) Shares held via Incafield Limited. 
(ix) Part disposal from 100% to 89% during the year.
(x) Part disposal from 100% to 80% during the year.
(xi) Shares held via Fresh Produce Partners, acquired during the year.
The registered office of South Pass Petroleum Inc. is 1712 Pioneer Ave Ste 340, Cheyenne, US, WY 82001.
The registered office of Integrated Fruit Marketing (PTY) is 103 Wentworth Building, Somerset Links Office Parks, De Beers Road, Somerset West, South Africa, 7130.
The registered office of Organic Growers Limited, Ethical Food Company Limited, Ethical Fruit Company Limited and Organic Farm Foods Limited is Unit 11a, Drayton Manor Drive, Alcester Road, Stratford Upon Avon, Warwickshire, CV37 9RQ.
The registered office of Integrated Service Solutions Limited is London Road, Teynham, Sittingbourne, Kent ME9 9PR.
The registered office of all other subsidiaries is the same as  the parent company.
All subsidiaries have been included in the consolidation.


Joint ventures


The following were joint ventures of the Company:


Name

Registered office

Principal activity

Holding

Capricot Proprietary Limited*
Verdun Farm, Prince Alfred Hamlet, Western Cape, 6835
Growers and wholesalers of fruit
50%
Rio Alara SA
Juncal 1938, Piso 2, CABA 1116, Buenos Aires, Argentina
Growers and wholesalers of fruit
50%

* Shares held via Agriculture Investments Limited.

Page 58

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

18.


Investment property

Group


Freehold investment property

£



Valuation


At 1 October 2023
5,282,324


Additions at cost
1,616,302



At 30 September 2024
6,898,626









19.


Stocks

Group
Group
2024
2023
£
£

Finished goods and goods for resale
8,543,912
6,088,829


Page 59

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

20.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
278,113
327,149
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
65,808,338
53,277,496
3,878,902
2,295,636

Amounts owed by Group undertakings
-
-
32,590,642
28,914,154

Amounts owed by joint ventures and associated undertakings
3,142,680
4,108,457
990,907
2,703,927

Other debtors
11,742,887
9,826,880
6,757,765
4,430,423

Prepayments and accrued income
7,099,553
3,601,289
1,240,597
1,318,334

87,793,458
70,814,122
45,458,813
39,662,474


During the year, the company made a specific provision of £3,865,660 (2023 - £Nil) against a loan due from a group undertaking.


21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
5,000,000
2,756,750
5,000,000
2,707,156

Trade creditors
64,027,207
56,816,419
2,429
250,103

Amounts owed to Group undertakings
-
-
19,138,456
10,494,952

Corporation tax
77,591
25,022
-
-

Other taxation and social security
1,293,427
1,048,332
74,572
67,115

Obligations under finance lease and hire purchase contracts
5,211,407
6,172,265
-
-

Other creditors
5,633,564
294,027
6,529
13,815

Accruals and deferred income
29,692,318
17,552,127
14,858,833
6,760,108

110,935,514
84,664,942
39,080,819
20,293,249


For detail of bank loan and finance lease security, see note 22.

Page 60

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
23,096,000
22,667,063
20,000,000
18,895,603

Net obligations under finance leases and hire purchase contracts
6,786,813
9,654,309
-
-

Other creditors
734,330
-
250,000
-

30,617,143
32,321,372
20,250,000
18,895,603


The bank loans are secured against a debenture over the assets of the Group and by way of a mortgage over specific assets of the Group.
Net obligations under finance leases and hire purchase contracts are secured on the assets they relate to.

Included in creditors falling due after more than one year is a mortgage loan of £NIL (2023 - £462,440) repayable after more than five years, with an interest rate per annum of 2% over the Bank of England Base Rate. The mortgage has a term of twenty years from September 2016 and will be repaid by equal monthly installments inclusive of interest over the term.


23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
5,661,881
5,582,417

Between 1-5 years
7,457,121
11,632,495

13,119,002
17,214,912

Page 61

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

24.


Financial instruments

Group
Group
2024
2023
£
£

Financial assets

Financial assets measured at fair value through profit or loss
4,895,667
4,404,092


Financial liabilities

Financial liabilities measured at fair value through profit or loss
4,766,765
206,192


Financial assets measured at fair value through profit or loss comprise listed investments and forward currency contracts.
Financial liabilities measured at fair value through profit or loss comprise forward currency contracts.

Page 62

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

25.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
3,944,240
2,497,981


Charged to profit or loss
1,032,757
1,138,881


Arising on business combinations
-
307,378


Utilised in year
(469,606)
-



At end of year
4,507,391
3,944,240







The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
4,507,391
3,944,240


26.


Provisions


Group



Other provision

£





At 1 October 2023
316,587


Charged to profit or loss
206,477


Utilised in year
(166,532)



At 30 September 2024
356,532

The provision relates to costs attributable to onerous lease contracts.

Page 63

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

27.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,000,000 (2023 - 1,000,000) Ordinary 'A' shares of £0.01 each
10,000
10,000
75,268 (2023 - 75,268) Ordinary 'B' shares of £0.01 each
753
753
9,000 (2023 - 9,000) Ordinary 'C' shares of £0.01 each
90
90
54,000 (2023 - 54,000) Ordinary 'D' shares of £0.01 each
540
540

11,383

11,383

All shares rank pari passu with each other, apart from Ordinary B and Ordinary C shares have no voting rights and each share class are only entitled to prescribed capital amounts.
The company operates an Enterprise Management Incentive share option scheme for certain directors and employees. The 73,832 shares under option are exercisable upon the sale of the company. There were no transactions in share options during the current or prior year.



28.


Reserves

Foreign exchange reserve

This reserve represents foreign exchange movements on the retranslation of overseas subsidiaries.

Other reserves

This reserve represents hyperinflation and real estate revaluation movements in an overseas joint venture.

Profit and loss account

This comprises profits available for distribution.

Page 64

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

29.
 

Business combinations


Fresh Produce Partners Limited acquired 100% of the voting equity in The Fruit Firm Limited on 17 November 2023. 

Acquisition of The Fruit Firm Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
2,006
-
2,006

2,006
-
2,006

Current Assets

Stocks
25,873
-
25,873

Debtors
863,693
-
863,693

Cash at bank and in hand
520,806
-
520,806

Total Assets
1,412,378
-
1,412,378

Creditors

Due within one year
(1,284,951)
-
(1,284,951)

Provisions for liabilities
(504)
-
(504)

Total Identifiable net assets
126,923
-
126,923


Non-controlling interests
(25,385)

Goodwill
1,732,239

Total purchase consideration
1,833,777

Consideration

£


Cash
1,008,755

Deferred consideration
750,000

Directly attributable costs
75,022

Total purchase consideration
1,833,777

Page 65

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

29.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,008,755

Directly attributable costs
75,022

1,083,777

Less: Cash and cash equivalents acquired
(520,806)

Net cash outflow on acquisition
562,971

The results of The Fruit Firm Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
53,635

Profit for the period since acquisition
104,598

Following the acquisition, the operations of The Fruit Firm Limited have now been taken over by Fresh Produce Partners Limited and subsequent to the year end The Fruit Firm Limited has been dissolved.


30.


Financial guarantee

Company
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 £5,954,195 (2023 -  £7,819,800).

Page 66

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

31.


Commitments under operating leases

At 30 September 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
2,155,714
1,889,404
616,719
250,257

Later than 1 year and not later than 5 years
7,247,774
7,621,221
2,761,963
997,840

Later than 5 years
7,651,028
6,739,354
1,191,001
182,070

17,054,516
16,249,979
4,569,683
1,430,167

Full provision has been made for future commitments under onerous lease contracts; see note 26.


32.Other financial commitments

Group
The Group has entered into forward currency contracts amounting to £172,782,142 (2023 - £81,441,742) as at the balance sheet.

Page 67

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

33.


Related party transactions

Company
At the balance sheet date, included in debtors is a balance of £240,000 (2023 - £240,000) owed by a material shareholder in the company.
At the balance sheet date, included within trade debtors is an amount owed by subsidiary undertakings of £3,876,742 (2023 - £2,295,636).
At the balance sheet date, included within other debtors is an amount owed by a subsidiary of £87,931 (2023 - £21,894).
At the balance sheet date, included within other debtors is an amount owed by a company under common control of £2,100,000 (2023 - £41,026). During the year, interest receivable amounting to £50,751 (2023 - £NIL) has been charged on the loan.
At the balance sheet date, included within trade creditors is an amount owed to subsidiary undertakings of £8,836 (2023 - £170,607).
During the year, subsidiaries were charged management fees of £1,323,426 and £82,628 in interest.
Group 
The total compensation paid to key management personnel during the year was £17,424,989 (2023 - £8,035,681).
During the year the Group received interest of £87,697 (2023 - £71,156) from a joint venture undertaking.
At the balance sheet date loans of £903,646 (2023 - £926,789) are outstanding from directors of the Group. Interest is charged on the loans at a rate of 2.25/3.5% per annum.


34.


Employee Benefit Trust

The financial statements incorporate the following assets and liabilities which are owned by the Terradace Employee Benefit Trust (EBT). The EBT is controlled by the company's directors and its assets and liabilities are included in the financial statements as required by FRS 102 S 9.33 as follows:
Investment £4,895,667 (2023 - £4,376,682)
Cash £2,997,931 (2023 - £2,306,896)


35.


Controlling party

The Group considers P Beaumont, a director of the company, to be the ultimate controlling party by virtue of his shareholding in the company in both the current and prior year.

 
Page 68