The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Michaelmas Farming Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bathurst Estate Office, Cirencester Park, Cirencester, Gloucestershire, GL7 2BU.

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 as applicable to companies subject to the small companies regime. 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 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.

Freehold land is 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.

Investments in subsidiaries, associates and jointly controlled entities are initially recognised at cost, and subsequently measured at fair value through profit or loss. Fair value is assessed at each reporting date and revaluation movements are shown in other gains and losses.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

The average monthly number of persons (including directors) employed by the company during the year was nil (2024: nil).

Included in this amount is an investment in Michaelmas Trading LLP, a limited liability partnership incorporated in England and Wales. This investment has been classified as an associate.

During the year the company invested in J B 13 Ltd, a limited company incorporated in England and Wales. This investment has been classified as an subsidiary.

During the year the company also invested in Thavies Inn Underwriting Ltd, a limited company incorporated in England and Wales. This investment has been classified as an subsidiary.

A director valuation of the fixed asset investments was carried out on 31 March 2025.

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

During the year, the company undertook a capital reduction by cancelling £2,022,137 of its share premium account, in accordance with the provisions of the Companies Act 2006.

The reduction was passed by special resolution by the directors on 28 October 2024 and hence was effective on that date.

The purpose of the reduction was to strengthen the company’s retained earnings position ahead of distribution of the company's stock and fixed assets as part of a group restructuring. Following the cancellation, the share premium account was reduced to £nil, and retained earnings increased by £2,022,137.

This transaction did not affect the company’s issued share capital.

During the year, the company disposed of its farming trade and related assets to its parent company as part of a group restructuring. The disposal took place on 30 October 2024, and included the transfer of stock, fixed assets and customer contracts.

The stock and fixed assets were transferred via dividend in specie, which has been accounted for at the book value of the stock and fixed assets prior to the transaction. On the date of transfer the stock carrying value was higher than the transfer book value, therefore a gain has arisen in the profit and loss account from this transfer.

The freehold property was revalued to market value ahead of the transfer, with the gain recognised in the revaluation reserve. The balance on the revaluation reserve became distributable and was transferred to retained earnings on the occasion of the distribution of the property to which the unrealised gain relates.

Following the disposal, the company ceased trading and now operates as an investment holding company.

Following a group restructure during the year, the parent company of Michaelmas Farming Limited at 31 March 2025 is Kemble Farms Limited, whose registered office is The Bathurst Estate Office, Cirencester Park, Cirencester, Gloucestershire, GL7 2BU. No consolidated accounts are prepared.

During the year the company sold services to and purchased goods and services from Cirencester Park Farms Limited, a company with directors and ownership in common. Total sales and purchases during the year amounted to £19,262 (2024: £21,031) and £nil (2024: £83,889) respectively. At the year end £nil (2024: £165) was owed to Cirencester Park Farms Limited.

During the year the company made sales of £nil (2024: £14,904) to and purchases of £nil (2024: £38,105) for agricultural contracting and managerial services from Bathurst Estate Farming Limited, a company with directors and ownership in common. All purchases were made at arm's length. At the year end £nil (2024: £173) was owed to Bathurst Estate Farming Limited.

During the year the company sold goods of £13,370 (2024: £546,188) to and made purchases of £nil (2024: £840,544) from Kemble Farms Limited, a company with directors and ownership in common. All purchases were made at arm's length. At the year end £4,307 was owed to (2024: £13,226 was owed by) Kemble Farms Limited.

During the year the company made a loan of £524,486 to a subsidiary which remained outstanding at the year end. This loan is interest free and repayable on demand.

Earl Bathurst is a beneficiary of the Earl Bathurst Estate Settlement 1963. During the year the company paid £45,957 (2024: £210,650) for items and services purchased through the Earl Bathurst Estate Settlement 1963. The company received a loan from the Settlement of £1,462,500 (2024: £nil) to fund the purchase of investments. At the year end £1,710,367 (2024: £232,977) was owed to the Earl Bathurst Estate Settlement 1963.

At the year end £nil (2024: £198,075) was owing to Lord Bathurst's Settled Share of the Earl Bathurst Estate Settlement 1963.