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Registered number: 06532564 A PEARSON GROWERS LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
A PEARSON GROWERS LIMITED COMPANY INFORMATION
Directors | J Harris
| D Hoult
Company secretary | D Hoult
Registered number | 06532564
Registered office | Unit 1
| Chichester Food Park
| Bognor Road
| Chichester
| West Sussex
| PO20 1NW
Independent auditors | MHA
| 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
A PEARSON GROWERS LIMITED CONTENTS
| Page
Directors' report | 1 - 2
Independent auditors' report | 3 - 6
Statement of comprehensive income | 7
Balance sheet | 8 - 9
Statement of changes in equity | 10
Notes to the financial statements | 11 - 22
A PEARSON GROWERS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year 1 January 2024 to 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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 for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Directors
The directors who served during the year were:
J Harris
D Hoult
Qualifying third party indemnity provisions
Directors' liability and indemnity insurance was in force throughout the year to cover the directors and officers of the company against action brought against them in their personal capacity. Neither the insurance nor the indemnity provide cover where the individual has acted fraudulently or dishonestly.
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'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's auditors are aware of that information. Page 1
A PEARSON GROWERS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditors
The auditors, MHA, were appointed by the directors in the year. MHA previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA offer themselves for reappointment.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ D Hoult Director
Date: 20 October 2025
Page 2
A PEARSON GROWERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON GROWERS LIMITED
Opinion
We have audited the financial statements of A Pearson Growers Limited (the 'Company') for the year 1 January 2024 to 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). 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 loss 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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. Page 3
A PEARSON GROWERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON GROWERS 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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report. Page 4
A PEARSON GROWERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON GROWERS LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 1, 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.
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 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: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 5
A PEARSON GROWERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON GROWERS 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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Atul Kariya FCCA (Senior statutory auditor) for and on behalf of MHA Statutory Auditor 20 October 2025 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). Page 6
A PEARSON GROWERS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
|  | As restated
| 2024 | 2023
Note | £ | £
Turnover |  | 6,544,668 | 7,799,033
Cost of sales |  | (6,721,677) | (4,772,700)
Gross (loss)/profit |  | (177,009) | 3,026,333
Administrative expenses |  | (632,922) | (700,261)
Exceptional expenses | 6 | (6,741,773) | -
Other operating income |  | 449 | 4,366
Operating (loss)/profit |  | (7,551,255) | 2,330,438
Interest payable and similar expenses |  | (336,783) | (383)
(Loss)/profit before tax |  | (7,888,038) | 2,330,055
Tax on (loss)/profit |  | (47,042) | (485,785)
(Loss)/profit for the financial year |  | (7,935,080) | 1,844,270
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 11 to 22 form part of these financial statements.
Page 7
A PEARSON GROWERS LIMITED REGISTERED NUMBER: 06532564 BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 7 |  | 8,149,526 |  | 11,785,950
Current assets |  |  |  |  |
Stocks |  | 2,483,368 |  | 1,519,037 |
Debtors: amounts falling due within one year | 8 | 290,741 |  | 5,324,702 |
Cash at bank and in hand |  | 4,158 |  | 6,747 |
|  | 2,778,267 |  | 6,850,486 |
Creditors: amounts falling due within one year | 9 | (2,228,964) |  | (8,892,900) |
Net current assets/(liabilities) |  |  | 549,303 |  | (2,042,414)
Total assets less current liabilities |  |  | 8,698,829 |  | 9,743,536
Creditors: amounts falling due after more than one year | 10 |  | (12,144,742) |  | (5,301,411)
Provisions for liabilities |  |  |  |  |
Deferred tax | 12 | (726,978) |  | (679,936) |
|  |  | (726,978) |  | (679,936)
Net (liabilities)/assets |  |  | (4,172,891) |  | 3,762,189
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 12,000 |  | 12,000
Revaluation reserve |  |  | - |  | 3,617,054
Profit and loss account |  |  | (4,184,891) |  | 133,135
|  |  | (4,172,891) |  | 3,762,189
Page 8
A PEARSON GROWERS LIMITED REGISTERED NUMBER: 06532564 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ D Hoult
Director
Date: 20 October 2025
The notes on pages 11 to 22 form part of these financial statements. Page 9
A PEARSON GROWERS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 (as restated) | 12,000 | 3,617,054 | (1,711,135) | 1,917,919
Comprehensive income for the year |  |  |  |
Profit for the year (as restated) | - | - | 1,844,270 | 1,844,270
At 1 January 2024 (as restated) | 12,000 | 3,617,054 | 133,135 | 3,762,189
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (7,935,080) | (7,935,080)
Disposal of revalued leasehold property | - | (3,617,054) | 3,617,054 | -
At 31 December 2024 | 12,000 | - | (4,184,891) | (4,172,891)
| The notes on pages 11 to 22 form part of these financial statements.
Page 10
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
A Pearson Growers Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is Unit 1 Chichester Food Park, Bognor Road, Chichester, West Sussex, England, PO20 1NW. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The company's functional and presentational currency is GBP and the financial statements have been rounded to the nearest £1. The following principal accounting policies have been applied:
| 2.2 | Going concern
To assess the liquidity and solvency of the Group the directors regularly review the cash flows both in the short and medium term, have a thorough approach to managing the working capital and hold regular reviews with each operating unit which includes an assessment of any bad debt risk or inventory impairment concerns. This is supported by regular monitoring of key performance indicators. In December 2022 P3P Partners LLP, the Group's main energy supplier, which has energy centres on the Group's growing sites and supply heat and Co2 to the Group's greenhouses, acquired the majority of the share capital of the group. Since the acquisition they have invested substantial funds into the group, in order to support the group's cash flow needs and have committed to continue to support the group over the following 12 months and beyond. Page 11
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Operating leases: the Company 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.
| 2.5 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. Page 12
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | 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.
| 2.7 | 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 operates and generates 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.8 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.9 | 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. Page 13
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Leasehold land and buildings | - | 0% and 4% straight line
|  |  |  | Plant and machinery | - | 10% straight line
|  |  |  | Motor vehicles | - | 20% straight line
|  |  |  | Fixtures, fittings and equipment | - | 15% straight line
|  |  |  | Computer equipment | - | 25% 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.
| 2.10 | Revaluation of tangible fixed assets
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers or by the directors. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
| 2.11 | 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 weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 14
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | 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 24 hours. 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.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.15 | 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. Page 15
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Lease accounting The lease payments are discounted using the interest rate implicit in the lease. Where this cannot be determined, the lessee's incremental borrowing rate shall be used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the asset in a similar economic environment with similar terms, security and conditions. Biological Assets and Work in Progress At the reporting date, work in progress includes biological assets—namely plants cultivated during the current growing cycle. These assets are measured at cost, representing directly attributable expenditure incurred in acquiring, planting, and nurturing the crop. This includes inputs such as seeds, growing media, fertilisers, labour, and other cultivation costs, incurred up to the balance sheet date. Management applies judgement in determining the extent of costs to capitalise, considering the duration and nature of the growing cycle. Where supplier invoicing is outstanding, accruals are recognised to ensure all relevant costs are reflected in the correct accounting period. In cases of uncertainty, cost estimates are based upon historical experience and management’s assessment.
4. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other operating lease rentals | 205,591 | -
| Fees payable to the company's auditors and its associates for the audit ofthe company's annual accounts | 13,500 | 16,515
5. | Employees
| The average monthly number of employees, including directors, during the year was 2 (2023 - 39).
Page 16
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Exceptional items
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Intercompany write off | 6,741,773 | -
7. | Tangible fixed assets
|  | Leasehold land and buildings | Plant and machinery | Motor vehicles | Fixtures, fittings and equipment | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2024 | 7,426,649 | 8,693,838 | 5,070 | 57,756 | 31,867 | 16,215,180
| Additions | 8,462,425 | 89,053 | - | - | - | 8,551,478
| Disposals | (7,426,649) | (7,821,283) | - | - | - | (15,247,932)
| Transfers between classes | - | 12,538 | (1,350) | (11,188) | - | -
| At 31 December 2024 | 8,462,425 | 974,146 | 3,720 | 46,568 | 31,867 | 9,518,726
| Depreciation |  |  |  |  |  |
| At 1 January 2024 | 316,216 | 4,036,624 | 5,070 | 39,786 | 31,534 | 4,429,230
| Charge for the year | 363,542 | 175,899 | - | 2,129 | 104 | 541,674
| Disposals | (126,634) | (3,475,070) | - | - | - | (3,601,704)
| Transfers between classes | - | (2,000) | (1,350) | 3,267 | 83 | -
| At 31 December 2024 | 553,124 | 735,453 | 3,720 | 45,182 | 31,721 | 1,369,200
| Net book value |  |  |  |  |  |
| At 31 December 2024 | 7,909,301 | 238,693 | - | 1,386 | 146 | 8,149,526
| At 31 December 2023 | 7,110,433 | 4,657,214 | - | 17,970 | 333 | 11,785,950
Page 17
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 7.Tangible fixed assets (continued)
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Long leasehold | 7,909,301 | 7,110,433
|  | 7,909,301 | 7,110,433
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Leasehold land and buildings | 7,909,301 | -
| Plant and machinery | - | 21,227
|  | 7,909,301 | 21,227
8. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | - | 1,092
| Other debtors | 246,143 | 5,321,516
| Prepayments and accrued income | 44,598 | 2,094
|  | 290,741 | 5,324,702
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A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 1,127,526 | 437,778
| Amounts owed to group undertakings | - | 7,218,636
| Obligations under finance lease and hire purchase contracts | 349,094 | 6,686
| Other creditors | - | 705,131
| Accruals and deferred income | 752,344 | 524,669
|  | 2,228,964 | 8,892,900
| Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
10. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Obligations under finance leases and hire purchase contracts | 7,923,561 | -
| Trade creditors | 4,221,181 | 5,301,411
|  | 12,144,742 | 5,301,411
| Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
11. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Within one year | 349,094 | 6,686
| Between 1-5 years | 1,541,711 | -
| Over 5 years | 6,381,850 | -
|  | 8,272,655 | 6,686
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A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Deferred taxation
|  | 2024 | As restated 2023
|  | £ | £
| At beginning of year | (679,936) | (194,151)
| Charged to profit or loss | (47,042) | (485,785)
| At end of year | (726,978) | (679,936)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Fixed asset timing differences | (1,004,386) | (957,344)
| Tax losses carried forward | 251,436 | 277,408
| Short term timing differences | 25,972 | -
|  | (726,978) | (679,936)
13. | Reserves
Revaluation reserve The revaluation reserve arises on the revaluation of property, plant, and equipment. It represents the increase in asset values above their historical cost and is not distributable as dividends. Profit and loss account The profit and loss reserve represents the cumulative profit and loss net of distributions to owners.
14. | Prior year adjustment
An error has been identified in the prior year where the deferred tax liability was not recognised. This error has been corrected in the comparatives of the 2024 financial statements. As a result of the adjustment, the profit after tax in 2023 has increased by £427,766 and net assets have decreased by £679,936. Page 20
A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Financial commitments, guarantees and contingent liabilities
All present and future liabilities owed to Shawbrook Bank Limited by the group are secured by a debenture dated 21 December 2022 creating a fixed and floating charge over the assets of the group, the debenture was satisfied during the year. As at 31 December 2024, the gross indebtedness to Shawbrook Bank Limited by the group totalled £Nil (2023 - £3.4m). All present and future liabilities owed to SME Invoice Finance Limited by the group are secured by a debenture dated 26 July 2024 creating a fixed and floating charge over the assets of the group. As at 31 December 2024, the gross indebtedness to SME Invoice Finance Limited by the group totalled £2.7m (2023 - £Nil). An invoice finance facility provided by Shawbrook Bank Limited has been made available to the group, with any loan advances received from the bank being secured against trade debtors, the charge was satisfied during the year. As at 31 December 2024, advance owing to Shawbrook Bank Limited by the group totalled £Nil (2023 - £3.4m).
16. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 320,000 | -
| Later than 1 year and not later than 5 years | 1,280,000 | -
| Later than 5 years | 3,840,000 | -
|  | 5,440,000 | -
17. | Related party transactions
| The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions within the group involving wholly owned subsidiaries. The company made purchases of £3,377,939 (2023 - £2,250,558) from P3P Brehon Limited, a company related by common directorship. The creditor outstanding at the reporting date is £3,917,289 (2023 - £5,197,519). The company made purchases of £475,806 (2023 - £Nil) from P3P Europa Limited, a company related by common directorship. The creditor outstanding at the reporting date is £200,000 (2023 - £Nil). At the reporting date, £103,892 (2023 - £103,892) was due to P3P Finance Limited, a company related by common directorship.
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A PEARSON GROWERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Parent company and controlling party
The immediate parent company is A Pearson Holdings Limited, a company registered in England and Wales. The ultimate parent company is P3P CEA Investments Limited, a company registered in England and Wales. The largest group in which the results of the company are consolidated is that headed by P3P CEA Investments Limited. The consolidated accounts are available to the public and may be obtained from First Floor, 5 Fleet Place, London, United Kingdom, EC4M 7RD. The smallest group in which the results of the company are consolidated is that headed by A Pearson Holdings Limited. The consolidated accounts are available to the public and may be obtained from Unit 1 Chichester Food Park, Bognor Road, Chichester, West Sussex, United Kingdom, PO20 1NW.
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