The directors present the strategic report for the year ended 31 December 2024.

The company produces strawberries for the retail market in the UK. The company’s production facilities are located in Herefordshire. The company markets all its crops through S & A Produce (UK) Limited, a group company which acts as agent for Specialty Produce Limited, a producer organisation.

The results for the company show a profit before tax of £4,854,864 (2023: £1,658,107) for the year with sales of £33,835,506 (2023: £27,853,532). The gross profit has increased from £710,393 to £4,226,668, this is the group's key measure of performance. The improvement in gross profit margin is mainly driven by increased volumes of fruit grown compared to the previous year. The result is supported by the receipt of R&D tax credits relating to expenditure incurred in previous years totalling £568,366 (2023: £736,539), reflecting the historic and continued investments made in research and development. At the year-end the company showed net assets of £15,763,300 (2023: £11,780,545).

Given the straightforward nature of the business, the company’s directors are of the opinion that analysis using any further key performance indicators is not necessary for an understanding of the development, performance or position of the business.

The management of the business and execution of the company’s strategy are subject to a number of risks.

As with any business engaged in growing fresh produce, growing conditions have a significant influence over the yield and quality of the crop. This is particularly the case with growing soft fruit, and the use of polytunnels to protect the crop from the elements is a critical component in protecting the business from increasingly extreme swings in weather conditions.

The availability of seasonal labour to pick the crop and undertake other key tasks is of critical importance and any shortfall in availability is a risk to the business. The group has developed its skills and expertise in the recruitment of seasonal labour to minimise this risk and has also developed growing methods which has reduced the number of seasonal seasonal workers required in its business.

Furthermore, the company markets all its crops through S & A Produce (UK) Limited which in turn sells the produce on to a small number of large customers. Reliance on small customer base is potentially a risk and the group seeks to mitigate this risk by maintaining strong relationships with its key customers and providing high service levels whilst seeking to expand its customer base.

As a significant proportion of the company's purchases are transacted in Euros it is therefore exposed to translational currency risk. To the extent that the directors are of the opinion that the level of risk on specific foreign currency transactions is higher than acceptable, foreign currency hedging instruments are taken out.

The company continues to be dependent on the availability of liquid resources, repayable on demand, from other group companies. The directors are of the opinion that the financial instruments available within the group are structured in such a way that the level of liquidity risk is acceptable.

The company's produce is marketed through S & A Produce (UK) Limited acting as agent for Speciality Produce Limited. As a consequence the company's exposure to credit risk is primarily balances due from its fellow group company.

The company's strategy is geared towards ensuring availability to consumers of UK-produced soft fruit at affordable prices.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

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

The results for the year are set out on page 8. A review of business is set out in the strategic report on pages 1-2.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company encourages the involvement of employees in its management through regular departmental meetings.

UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

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

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

The directors consider that the company is well positioned with a number of important strengths which make it resilient in a period of economic downturn. The company and its fellow subsidiaries maintain strong trading relationships with its key customers and have continued to invest in efficient growing and packing facilities. As a consequence, the company is capable of withstanding the margin pressure prevailing in the current market conditions.

The company made an operating profit of £4,861,525 (2023: £1,664,028). The company is part of the S & A Group which at the year-end had cash balances of £7,629,658 (2023: £10,297,340).

The company’s core financing, and that of its fellow subsidiaries, is provided by medium to long-term bank loans supplemented by short-term loan and overdraft facilities for the group as a whole. The forecasts and projections for the group of companies show that the group should be able to operate within the bank facilities which it currently has available.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the directors’ report and accounts.

We have audited the financial statements of S & A Soft Fruits Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• 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 Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the financial statement. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;

• we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatements, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

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.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

S & A Soft Fruits Limited is a private company limited by shares incorporated in England and Wales. The registered office is Brook Farm, Marden, Hereford, Herefordshire, HR1 3ET.

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of S & A Group Holdings Limited. These consolidated financial statements are available from its registered office, Bank Farm, Marden, Herefordshire, HR1 3ET.

The directors consider that the company is well positioned with a number of important strengths which make it resilient in a period of economic downturn. The company and its fellow subsidiaries maintain strong trading relationships with its key customers and have continued to invest in efficient growing and packing facilities. As a consequence, the company is capable of withstanding the margin pressure prevailing in the current market conditions.true

The company made an operating profit of £4,861,525 (2023: £1,664,028). The company is part of the S & A Group which at the year-end had cash balances of £7,629,658 (2023: £10,297,340).

The company’s core financing, and that of its fellow subsidiaries, is provided by medium to long-term bank loans supplemented by short-term loan and overdraft facilities for the group as a whole. The forecasts and projections for the group of companies show that the group should be able to operate within the bank facilities which it currently has available.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the directors’ report and accounts.

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

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

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

Assets in the course of construction are not depreciated.

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

Growing crops and consumables are valued at the lower of cost and net realiseable value.

Total costs of growing crops are calculated as the amount payable to suppliers for plants, fertilisers and sprays together with an element of materials and overheads. These costs are consumed by the company over the estimated cropping life of the plants acquired.

Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion or disposal. Provision is made for obsolete, slow moving or damaged stock where appropriate.

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

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

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

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

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

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

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

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

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

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

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

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.

R&D tax credits

R&D tax credits are recognised when there is a high probability that they will be received, on the basis of prudence as claims are complex and subject to HMRC approval which can take considerable time to be agreed.

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

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

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

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

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

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

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

At the balance sheet date, the directors do not consider that there were any critical judgements which had a significant effect on the amounts recognised in the financial statements.

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

The cost of growing crops including plants, fertiliser, labour absorption, coir and poly-tunnel plastic are spread on a systematic basis over the specific harvest cycle; this is based on the board's estimation based on experience gained over many harvests.

The total turnover of the company for the financial year has been derived from its principal activity wholly undertaken in the United Kingdom.

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

Their aggregate remuneration comprised:

The directors are remunerated by S & A Produce (UK) Limited, another group company, for their services to the group as a whole. Details are set out in the accounts for that company. It is not practicable to split the remuneration of the directors for their services to this company.

R&D tax credits have been recognised in the current year which relate to claims for expenditure incurred in 2023 (2023: 2022).

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

In addition to the tax arising as noted above, the company received R&D tax credit income in the current and prior year, refer to note 6.

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

The liabilities for some of the assets noted above on hire purchase contracts are held within other group companies.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The company's obligations under hire purchase contracts are secured by the lessor's rights on assets held in tangible fixed assets.

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

The deferred tax liability set out above is expected to reverse in future years and relates to fixed asset timing differences.

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

At 31 December 2024 there were amounts due of £nil (2023: £nil), in respect of the current reporting period, to be paid over to the scheme.

The company has one class of ordinary shares which carry no right to fixed income.

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

The profit & loss reserve represents cumulative profits or losses net of dividends paid and other adjustments.

The company is part of an omnibus agreement with certain other parties under common control. The net indebtedness of these other parties at the 31 December 2024 was £2,399,242 (2023: £4,554,435). The net indebtedness of the group at 31 December 2024 was £2,409,242 (2023: £4,544,435). The company has provided as security against this indebtedness an unlimited all-monies guarantee by way of a fixed and floating charge over all of its assets.

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

The company also has significant holdings in undertakings which are not consolidated:

£1,418,209 has been reclassified in the comparative figures from cost of sales to other operating income, as the directors consider that this is a more appropriate classification of the true nature of the income.

The company has taken advantage of the exemption in FRS 102 Section 33 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.

During the year the company paid rent to entities owned by a director at a cost of £279,180 (2023: £375,033). Amounts outstanding and included within trade creditors at the year end were £nil (2023: £nil).

As at 31 December 2024 the company was controlled by Mr S J Davies & Mrs D Davies by virtue of their shareholding in the parent undertaking S & A Group Holdings Limited. Copies of the group financial statements for the parent undertaking, which is both the smallest and largest group into which the results of the company are consolidated, can be obtained form the registered office at Brook farm, Marden, Herefordshire, HR1 3ET.