| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| John Ingham & Sons Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| John Ingham & Sons Limited |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Independent Auditors' Report | 5 |
| Income Statement | 9 |
| Statement of Comprehensive Income | 10 |
| Statement of Financial Position | 11 |
| Statement of Changes in Equity | 12 |
| Statement of Cash Flows | 13 |
| Notes to the Statement of Cash Flows | 14 |
| Notes to the Financial Statements | 15 |
| John Ingham & Sons Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| INDEPENDENT AUDITORS: |
| 1 New Street Square |
| London |
| EC4A 3HQ |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| BUSINESS REVIEW AND FUTURE DEVELOPMENTS |
| The company continues to operate as a holding company and is expected to do so in the |
| future. The results for the year and the financial position of the company are as shown in |
| the annexed financial statements. Given the nature of the Company’s activities, the directors do not consider the use of key performance indicators to be necessary for an understanding of its development, performance, or position. A summary of the Company’s financial performance is provided in the Results section of the Report of the Directors, which should be read in conjunction with this Strategic Report. |
| PRINCIPAL RISKS AND UNCERTAINTIES AND KEY PERFORMANCE INDICATORS |
| The Company is a holding company within the Camellia Plc group and as such the principal risks and uncertainties, key performance indicators, strategy and business model are in line with those of the Group as a whole. A review of the principal risks and uncertainties, strategy and business model of Camellia Plc group can be found in Camellia Plc's Annual Report and Accounts. |
| SECTION 172(1) STATEMENT |
| This section 172 statement should be read in conjunction with this Strategic Report and the Statement of Directors' Responsibilities. |
| In performing their duty under section 172(1)(a) to (f) of the Companies Act 2006, the Directors have acted in a way that they have considered, in good faith, to promote the success of the Company as a whole, taking into account that it is a wholly owned subsidiary within the Camellia Plc group. The Company has no employees or customers and a minimal number of suppliers. |
| The Company's operations have expertise in crop development and invest in social and environmental initiatives as part of their long-term investment decisions to mitigate the impact of climate change and support the community. Operating companies foster relationships with stakeholders through regular interactions with suppliers, customers and government bodies. Group Principal Policies (GPPs) are used to promote a high standard of business conduct and operating companies are expected to uphold values of integrity, quality, fairness, sustainability and long-termism in all of their dealings with stakeholders. |
| Details of the Section 172 statement for the Camellia Plc group can be found in Camellia Plc's 2024 annual report on page 35. |
| ON BEHALF OF THE BOARD: |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The Company is a holding company. |
| RESULTS |
| The profit before tax amounted to profit £4,759,632 (prior year: profit £4,335,839) |
| DIVIDENDS |
| An interim dividend of £16.00 per share was paid on 20 December 2024. The directors recommend that no final dividend be paid. |
| The total distribution of dividends for the year ended 31 December 2024 will be £ |
| FUTURE DEVELOPMENTS |
| A statement on future developments has been included in the Strategic Report. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| FINANCIAL RISK MANAGEMENT |
| Information on the company's financial risk management objectives and policies and on the exposure of the company to relevant risks in respect of financial instruments is set out in the Financial Risk Management note to the financial statements. |
| GOING CONCERN |
| The Directors, at the time of approving the financial statements, considered the Company's business activities together with the main trends and factors likely to affect the Company, the most recent business performance of the Company. They also considered the potential impact of the current operating environment and the known risks arising from, inter alia, geopolitical developments on the business for the next 12 months. |
| The Company has received confirmation that the amounts due to fellow group companies will not be recalled within 12 months from the date of these accounts, unless the sums can be met from available cash resources. The Directors believe that the Company is well placed to manage its financing and other business risks satisfactorily and, has a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future and for at least 12 months from the date of approving the financial statements. The Directors therefore continue to adopt the going concern basis in preparing the financial statements. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| INSURANCE |
| Camellia Plc purchases insurance to cover its Directors and officers, and those of its subsidiaries in respect of legal actions against them in their capacity as Directors of the Company which were made during the year and remain in force at the date of this report. All Directors have access to independent professional advice at the Company's expense. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state that the financial statements comply with IFRS; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Deloitte LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Independent Auditors' Report to the Members of |
| John Ingham & Sons Limited |
| Opinion |
| In our opinion the financial statements of John Ingham & Sons Limited (the 'company'): |
| - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - have been properly prepared in accordance with United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB); and |
| - have been prepared in accordance with the requirements of the Companies Act 2006. |
| We have audited the financial statements which comprise: |
| - the income statement; |
| - the statement of comprehensive income; |
| - the statement of financial position; |
| - the statement of changes in equity; |
| - the statement of cash flows and notes; and |
| - the related notes 1 to 17. |
| The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. |
| We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| Independent Auditors' Report to the Members of |
| John Ingham & Sons Limited |
| 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. |
| Responsibilities of directors |
| As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditor's responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
| Extent to which the audit was considered capable of detecting irregularities, including fraud |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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 considered the nature of the company's industry and its control environment and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector. |
| We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that: |
| - had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation. |
| - do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included General Data Protection Regulations "GPDR". |
| Independent Auditors' Report to the Members of |
| John Ingham & Sons Limited |
| We discussed among the audit engagement team including relevant internal specialists such as tax regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. |
| In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| In addition to the above, our procedures to respond to the risks identified included the following: |
| - reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
| - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and |
| - reading minutes of meetings of those charged with governance. |
| Report on other legal and regulatory requirements |
| Opinions 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report. |
| Matters on which we are required to report by exception |
| Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion: |
| - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - the financial statements are not in agreement with the accounting records and returns; or |
| - certain disclosures of directors' remuneration specified by law are not made; or |
| - we have not received all the information and explanations we require for our audit. |
| We have nothing to report in respect of these matters. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| Independent Auditors' Report to the Members of |
| John Ingham & Sons Limited |
| for and on behalf of |
| 1 New Street Square |
| London |
| EC4A 3HQ |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Income Statement |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| CONTINUING OPERATIONS |
| Revenue |
| Administrative expenses | ( |
) |
| OPERATING (LOSS)/PROFIT BEFORE EXCEPTIONAL ITEMS |
(4,985 |
) |
4,158 |
| Exceptional items | 4 | ( |
) |
| OPERATING (LOSS)/PROFIT | ( |
) |
| Foreign exchange translation |
| differences | 5 | 6,985 | (99,892 | ) |
| Finance income | 5 | 5,912,792 | 4,431,573 |
| PROFIT BEFORE TAXATION |
| Taxation | 6 | ( |
) | ( |
) |
| PROFIT FOR THE YEAR |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Statement of Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Statement of Financial Position |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| ASSETS |
| NON-CURRENT ASSETS |
| Investments | 8 | 19,531,596 | 20,435,237 |
| Trade and other receivables | 9 |
| CURRENT ASSETS |
| Trade and other receivables | 9 |
| Cash and cash equivalents | 10 |
| LIABILITIES |
| CURRENT LIABILITIES |
| Trade and other payables | 11 |
| NET CURRENT LIABILITIES | (9,061,147 | ) | (9,983,804 | ) |
| NET ASSETS | 14,160,065 | 14,152,316 |
| SHAREHOLDERS' EQUITY |
| Called up share capital | 13 |
| Share premium | 14 |
| Retained earnings | 14 |
| TOTAL EQUITY |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Statement of Cash Flows |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities | ( |
) | ( |
) |
| Cash flows from investing activities |
| Interest received |
| Dividends received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Purchase of fixed asset investments | (251,519 | ) | (176,463 | ) |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
1,548,940 |
| Effect of foreign exchange rate changes |
6,985 |
(99,892 |
) |
| Cash and cash equivalents at end of year |
2 |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Statement of Cash Flows |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before income tax |
| Changes in intra-group balances | (310,816 | ) | (2,297,110 | ) |
| Impairment of investments | 1,155,161 | - |
| Finance costs | (6,985 | ) | 99,892 |
| Finance income | (5,912,792 | ) | (4,431,573 | ) |
| (315,800 | ) | (2,292,952 | ) |
| Increase in trade and other receivables | ( |
) |
| Cash generated from operations | ( |
) | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 980,773 | 389,938 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 389,938 | 1,548,940 |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| John Ingham & Sons Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| Preparation of consolidated financial statements |
| The financial statements contain information about John Ingham & Sons Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Camellia Plc, Wrotham Place, Bull Lane, Wrotham, Near Sevenoaks, Kent, TN15 7AE. |
| Critical judgement and key sources of estimation uncertainty |
| In the view of the Directors, apart from those involving estimations (which are presented separately), no critical judgements have been made in the process of applying the Company's accounting policies that have had a significant effect on the amounts recognised in the financial statements. |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances. |
| The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results. No such estimates or assumptions have been identified that would materially affect the financial statements. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Changes in accounting policies |
| (i) New and amended IFRS Accounting Standards that are effective for the current year |
| In the current year, the Company has applied the following amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB), none of which have had any material impact on the disclosure or on amounts reported in these financial statements: |
| Amendments to IAS 1 | Classification of liabilities as current or non-current |
| Amendments to IAS 1 | Non-current liabilities with covenants |
| (ii) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company |
| At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective: |
| Amendments to IAS 21 | The Effects of Changes in Foreign Exchange Rates (amendments) - lack of exchangeability |
| Amendments to IFRS 7, 9 | Classification and measurement of financial instruments |
| IFRS 18 | Presentation and Disclosure in Financial Statements |
| Annual Improvements to IFRS Accounting Standards, Volume 11 |
| The Directors do not expect that the adoption of the standards, amendments and interpretations listed above will have a material impact on the financial statements of the Company. |
| Cash and cash equivalents |
| Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value. |
| In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| On initial recognition, the Company made an irrevocable election (on an instrument by instrument basis) to designate investments in equity instruments as at FVTOCI. |
| Investments in equity instruments designated as FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investment revaluation reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings. |
| Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included as investment income in the consolidated income statement. |
| (ii) Financial assets at fair value through profit or loss '(FVTPL)' |
| Financial assets that do not meet the criteria for being measured FVTOCI or at amortised cost (see (i) above and (iii) below) are measured at FVTPL. |
| Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship. |
| (iii) Amortised cost and effective interest method |
| The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. The effective interest method is a method of calculating the amortised cost and of allocating interest income over the relevant period. Interest income is recognised in profit or loss and is included in the "finance income interest income" line item. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| The tax expense represents the sum of the tax currently payable and deferred tax. |
| The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit reported in the income statement because it excludes items of income or expense that are taxable or deductibles in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than in a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related tax asset is realised or the tax liability is settled. |
| Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. |
| Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the company and it is probable that the temporary difference will not reverse in the foreseeable future. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Going concern |
| The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue to operate for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Impairment of assets |
| The company has significant investments in subsidiaries. These assets are tested for impairment when circumstances indicate there may be a potential impairment. Factors considered which could trigger an impairment review include a significant fall in market values, significant underperformance relative to historical or projected future operating results, a major change in market conditions or negative cash flows. |
| Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
| Where the assets does not generate cash flows that are independent from other assets, the company estimates the recoverable amount of the cash-generating unit to which the asset belong. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. |
| If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as revaluation decrease and to the extent that the impairment loss is grater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss. |
| Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the assets (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase. |
| Investments |
| Investments in subsidiary companies are included at cost less provisions for impairment. |
| 3. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023. |
| The average number of employees during the year was NIL (2023 - NIL). |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| The Directors are remunerated by other group companies. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | EXCEPTIONAL ITEMS |
| Following a review of the carrying amount of its non-current investments in accordance with IAS 36 Impairment of Assets, the company recognised an impairment loss of £1,155,160 in respect of its investment in its subsidiary, Eastern Produce Cape (Pty) Limited. |
| 5. | NET FINANCE INCOME |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Finance income: |
| Dividends from group companies | 5,302,504 | 4,281,526 |
| Interest receivable | 610,288 | 150,047 |
| Foreign exchange translation differences: |
| Exchange on foreign cash |
| balances | (6,985 | ) | 99,892 |
| Net finance income |
| 6. | TAXATION |
| Analysis of tax expense |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| Tax |
| Total tax expense in income statement |
| Factors affecting the tax expense |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before income tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Change in deferred tax not recognised | 135,718 | - |
| Income not charged to tax | (1,325,626 | ) | (1,006,159 | ) |
| Additional tax arising on dividends from overseas companies | 751,883 | 521,268 |
| Group relief not charged | - | (12,763 | ) |
| Tax expense |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 7. | DIVIDENDS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Ordinary shares of £1 each |
| Interim |
| 8. | INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 | 38,179,541 |
| Additions | 251,519 |
| Disposals | (1,300,109 | ) |
| At 31 December 2024 | 37,130,951 |
| PROVISIONS |
| At 1 January 2024 | 17,744,304 |
| Provision for year | 1,155,160 |
| Eliminated on disposal | (1,300,109 | ) |
| At 31 December 2024 | 17,599,355 |
| NET BOOK VALUE |
| At 31 December 2024 | 19,531,596 |
| At 31 December 2023 | 20,435,237 |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | INVESTMENTS - continued |
| The subsidiary undertakings at 31 December 2024, both directly and indirectly held, which are all wholly owned and incorporated in Great britain unless otherwise stated, were: |
| Principal country of operation |
Registered Office |
| Agriculture and horticulture |
| C.C. Lawrie Comercio e Participacoes Ltda. | Brazil | (ii | ) |
| (Incorporated in Brazil - 50 per cent holding, a further 50 per cent is held by a fellow group undertaking) |
| *Eastern Produce Cape (Pty) Limited (Incorporated in South | South Africa | (iii | ) |
| *Eastern Produce kenya Limited (Incorporated in Kenya - 70.0 per cent, holding) |
Kenya |
(iv |
) |
| *Eastern produce Malawi Limited (Incorporated in Malawi - 73.2 per cent, holding) |
Malawi |
(v |
) |
| *Eastern Produce South Africa (Pty) Limited (Incorporated in South Africa - 73.2 per cent, holding) |
South Africa |
(vii |
) |
| Eastern produce Estates South Africa (Pty) Limited (Incorporated in South Africa - held by Eastern Produce South Africa (Pty) Limited) |
South Africa |
(iv |
) |
| Kakuzi Limited | Kenya | (v | ) |
| (Incorporated in Kenya - 24.6 per cent, held by a subsidiary, a further 26.1 per cent is held by a fellow group undertaking) |
| Victoria Investments Limited (Incorporated in Malawi - 73.2 per cent, holding) |
Malawi |
(vii |
) |
| Zetmac (Pty) Limited (Incorporated in South Africa - 55.8 per cent, held by Eastern Produce Estates South Africa (Pty) Limited) |
South Africa |
(iv |
) |
| Investment holding |
| Plantation House Investments Limited | Malawi | (vii | ) |
| (Incorporated in Malawi - 50.2 per cent. holding) |
| Lintak Investments Limited (Incorporated in Kenya) | Kenya | (v | ) |
| Dormant companies |
| Blantyre & East Africa Limited | UK | (viii | ) |
| Blantyre Insurance & General Agencies Limited (Incorporated in Malawi) |
Malawi |
(vii |
) |
| Bonathaba Farms (Pty) Limited (Incorporated in South Africa) | South Africa | (iii | ) |
| British African Tea Estates Limited | UK | (i | ) |
| British African Tea Estates (Holdings) Limited | UK | (i | ) |
| Chisambo Holdings Limited | UK | (i | ) |
| Chisambo Tea Estate Limited | UK | (i | ) |
| Cholo Holdings Limited | UK | (i | ) |
| East African Tea Plantations Limited (Incorporated in Kenya - held by Eastern Produce Kenya Limited) |
Kenya |
(v |
) |
| Eastern Produce Africa Limited | UK | (i | ) |
| Eastern Produce Kakuzi Services Limited (Incorporated in Kenya - held by Kakuzi Limited) |
Kenya |
(v |
) |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | INVESTMENTS - continued |
| EP (RBDA) Limited (Incorporated in Malawi - Eastern Produce Malawi Limited) |
Malawi |
(vii |
) |
| Estate Services Limited (Incorporated in Kenya - held by Kakuzi Limited) |
Kenya |
(vi |
) |
| Kaguru EPZ Limited (Incorporated in Kenya - held by Kakuzi Limted) |
Kenya |
(vi |
) |
| Kip Koimet Limited (Incorporated in Kenya - held by Eastern Produce Kenya Limited) |
Kenya |
(v |
) |
| Kumadzi Tea Estates Limited | UK | (i | ) |
| Nasonia Tea Company (Incorporated in Malawi) | Malawi | (vii | ) |
| Rosehaugh (Africa) Limited | UK | (i | ) |
| Ruo Estates Holdings Limited | UK | (i | ) |
| Ruo Estates Limited | UK | (i | ) |
| Sapekoe Pusela (Pty) Limited (Incorporated in South Africa - held by Eastern Produce South Africa (Pty) Limited) |
South Africa |
(iv |
) |
| Thyolo Highlands Tea Estates Limited | UK | (i | ) |
| *owned directly by the company |
| Group financial statements are not prepared as the company is a wholly owned subsidiary of Camellia Plc. |
| Registered Offices: |
| (i) Wrotham Place |
| Bull Lane |
| Wrotham |
| Near Sevenoaks |
| Kent TN15 7AE |
| England |
| (ii) Fazenda Maruque s/n sala 03 |
| Bairro Maruque |
| Itabera |
| Sao Paulo |
| Brazil |
| (iii) Slangrivier Road |
| Slangrivier Plaas |
| Wellington |
| 7655 |
| South Africa |
| (iv) 7 Windsor Street |
| Tzaneen |
| 850 |
| Limpopo Province |
| South Africa |
| (v) New Rehema House |
| Rhapta Road |
| Westlands |
| PO Box 45560 |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | INVESTMENTS - continued |
| GPO 00100 |
| Nairobi |
| Kenya |
| (vi) Main Office |
| Punda Milia Road |
| Makuyu |
| PO Box 24 |
| 01000 THIKA |
| Kenya |
| (vii) PO Box 53 |
| Mulanje |
| Malawi |
| (viii) Craigshaw Crescent |
| West Tullos |
| Aberdeen |
| AB12 3TB |
| Scotland |
| 9. | TRADE AND OTHER RECEIVABLES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current: |
| Amounts owed by group undertakings |
| Prepayments and accrued income | 9,740 | - |
| Non-current: |
| Amounts owed by group undertakings |
| Aggregate amounts |
| 10. | CASH AND CASH EQUIVALENTS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank accounts |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 11. | TRADE AND OTHER PAYABLES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current: |
| Amounts owed to group undertakings |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 12. | FINANCIAL INSTRUMENTS |
| Capital risk management |
| The company manages its capital to ensure that the company will be able to continue as a going concern, while maximising the return to stakeholders through the optimisation of its debt and equity balance. The capital structure of the company consists of debt, cash and cash equivalents and equity, comprising issued capital, reserves and retained earnings. The company is not subject to any external capital requirements. |
| The maturity profile of the company's financial liabilities, excluding short-term creditors such as trade creditors, accruals and provisions, at 31 December was as follows: |
| 31.12.24 | 31.12.23 |
| Amortised Cost | £ | £ |
| Within 1 year, or on demand | 11,473,737 | 41,833,737 |
| Credit risk |
| The credit quality of the company's assets that are neither past due or impaired has been assessed as strong/good. |
| Financial risk management objectives |
| The company finances its operations by a mixture of retained profits and loans. The objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings with a range of maturities. To achieve this, the maturity profile of borrowings are regularly reviewed. |
| Given the nature of the company's operations, a highly complex use of financial instruments would not be of significant benefit to the company. |
| (i) Foreign exchange risk |
| The company's direct exposure to exchange risk is limited to funds held in US$ included in cash at bank amounting to £546,047 (31 December 2024: £318,666) and in relation to the South African Rand inter-company loan disclosed at (ii). |
| (ii) Interest rate risk |
| The company's interest rate risk arises from interest-bearing financial assets and liabilities. |
| The interest rate exposure of the company's financial liabilities and assets by currency, at 31 December was: |
| Financial | Financial | Financial | Financial |
| liabilities | liabilities | assets | assets |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| South African Rand | - | - | 689,616 | 643,423 |
| Sterling | - | - | 3,000,000 | 3,000,000 |
| - | - | 3,689,616 | 3,643,423 |
| The benchmarks for determining rates of interest on financial assets and liabilities are mainly bank base and six month inter bank rates. |
| Fair values |
| The fair value of the company's financial assets and liabilities are equal to their carrying value. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 13. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £1 | 250,000 | 250,000 |
| 14. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | 13,902,316 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 31 December 2024 | 13,910,065 |
| 15. | ULTIMATE PARENT COMPANY |
| The parent company is Eastern Produce Investments Limited, which is registered in England and Wales and the ultimate parent company is Camellia Plc, which is also registered in England and Wales. |
| Copies of the Camellia Plc report and accounts prepared in accordance with International Financial Reporting Standards can be obtained from Wrotham Place, Bull Lane, Wrotham, Near Sevenoaks, Kent TN15 7AE. Camellia Plc is the only company to consolidate the company's financial statements. |
| CONTROL OF CAMELLIA PLC |
| Camellia Holding AG holds 1,427,000 ordinary shares of Camellia Plc, (representing 56.45% of total voting rights). Camellia Holding AG is owned by the Camellia Private Trust Company Ltd, a private trust company incorporated under the laws of Bermuda to act as a trustee of the Camellia Foundation. The Camellia Foundation is a Bermudian trust, the income of which is utilised for charitable, educational and humanitarian causes at the discretion of the trustees. |
| John Ingham & Sons Limited (Registered number: 00246624) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 16. | RELATED PARTY DISCLOSURES |
| Intra-group balances: | Interest | Due from/(to | ) |
| 31.12.24 | £ unless stated |
| Eastern Produce South Africa (Pty) Ltd |
SA Prime Rate |
11.25% |
ZAR 15,000,000 |
| BofE Base Rate |
4.75% |
3,000,000 |
| Linton Park Plc | 1,070,331 |
| CC Lawrie Ltda | 321,924 |
| EP Regional Services Ltd | 15,267 |
| Camellia Plc group dormant companies |
14,555 |
| Eastern Produce Investments Ltd | (6,740,000 | ) |
| Camellia Plc group dormant companies |
(4,733,700 |
) |
| Unless otherwise stated, related party transactions in respect of intra-group balances are unsecured, interest free and have no fixed term of repayment. |
| 17. | EVENTS AFTER THE REPORTING PERIOD |
| There have been no subsequent events requiring disclosure. |