| REGISTERED NUMBER: |
| STAPLES BROTHERS LIMITED |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| REGISTERED NUMBER: |
| STAPLES BROTHERS LIMITED |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 9 |
| Income Statement | 11 |
| Other Comprehensive Income | 12 |
| Statement of Financial Position | 13 |
| Statement of Changes in Equity | 14 |
| Statement of Cash Flows | 15 |
| Notes to the Statement of Cash Flows | 16 |
| Notes to the Financial Statements | 18 |
| STAPLES BROTHERS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| (Statutory Auditor) |
| Rollestone House |
| Bridge Street |
| Horncastle |
| Lincolnshire |
| LN9 5HZ |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| The directors present their strategic report for the year ended 5 April 2026. |
| The principal activity of the company was farming. |
| REVIEW OF BUSINESS |
| The results for the year ended 05 April 2026, and the financial position of the company at 05 April 2026, are as shown on the financial statements. |
| Given the non-complex nature of the company and its business, this review is considered to be balanced and comprehensive, having regard to the size of the company. The review also considers any risks or uncertainties faced by the company. |
| The financial statements include restatements for the previous year ended 05 April 2025 - as detailed in note 7. |
| The directors are satisfied with the results for the year. |
| Turnover for the year totalled £80.4m compared with £75.2m for the previous year (after restatement). |
| Net profit for the year, after Corporation Tax, was £16.7m compared to £17m for the year ended 05 April 2025 (after restatement). |
| There were no dividends voted in the year (dividends of £9.6m were voted in the previous year). |
| However a distribution in specie was made in the year, as detailed in the Report of the Directors. |
| The company continues to develop and invest in the latest equipment and cutting-edge technology to deliver optimal efficiency and productivity and mitigate industry risks, Total capital spend in the year on plant, machinery and vehicles amounted to £12.5m. |
| NEW PARENT COMPANY |
| On 17 November 2025 Vectis Bidco Limited acquired the full issued share capital of the company from the previous parent company, S Farms Limited. |
| KEY PERFORMANCE INDICATORS |
| The key financial performance indicators are as follows: |
| - The gross profit percentage achieved in the year was 37.9% compared to 42.8% in the year to 05 April 2025 (after restatement). |
| - The net profit percentage achieved in the year was 26.3% compared to 31.6% in the previous year (after restatement). |
| - The net return on equity for the year was 25.7% compared to 33.9% for the year ended 05 April 2025 (after restatement). |
| OUTLOOK |
| The directors believe that the company's balance sheet provides a strong capital base for further sustainable growth alongside long-term security. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Given the nature of the company's activities the unpredictability of the UK climate will always prove to be challenging. The company meets this risk by implementing procedures to minimise uncertainty and impact on the business through extensive research, crop planning and management, and relevant investment in all areas. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| SECTION 172(1) STATEMENT |
| Section 172 of the Companies Act 2006 requires the directors of the company to act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, have regard to: |
| - the likely consequences of any decision long-term; |
| - the interest of the company's employees; |
| - the need to foster the company's business relationships with suppliers, customers and others; |
| - the impact of the company's operations on the community and the environment; |
| - the desirability of the company maintaining a reputation for high standards of business conduct, and |
| - the need to act fairly as between members of the company. |
| Promoting the company's success for its members and long term strategy |
| Staples Brothers Limited has been managed by the directors, Vernon and George Read, for over thirty years. During the year, following the acquisition by the new parent company, Vectis Bidco Limited, Ben Jobling-Purser was appointed as a director. |
| Strategic decisions are based on long-term objectives. The long term strategy is investment in the very latest technology and equipment. The company is proud to have created a unique integrated production system delivering the highest efficiency and lowest risk in the industry. |
| The company always looks to the future in pioneering product development, meeting customer needs through consumer and market insight. |
| The directors are minded to always act in good faith to promote the success of the company and to act fairly in respect of (and for the benefit of) the shareholders of the company. |
| Employees |
| The only paid employees of the company are the Directors following the change in the parent company ownership, no other employees are directly employed by the company. |
| Our customers and suppliers |
| The directors and senior management of the associated company, Staples (Vegetables) Limited, oversee the relationships with key suppliers and customers. |
| The company's main customer is the associated company, Staples (Vegetables) Limited, who supply predominantly to the major UK supermarkets. Key to these relationships is quality of product, service and availability to meet demand throughout the year. |
| The company views the relationship with its suppliers as vital to the on-going success of the company. The company always seeks to be transparent and fair with suppliers and build loyal and stable working relationships. There are many businesses, both locally and nationally, that have had a mutually beneficial working relationship with the company for more than 30 years. |
| Our community and the environment |
| The company is based in Lincolnshire with additional farms on the Isle of Wight. The company has supported many local and community projects in recent years and it has a significant visible presence in the area. |
| The company, alongside the associated company, Staples (Vegetables) Limited, has a policy for sustainable food and farming as evidenced through its membership of many environmental and ethical assurance schemes. The policy links the environment and farming with a focus on soil management, crop health and protection, recycling, energy efficiency, water management, landscape and nature conservation and on community engagement. |
| The company provides the associated company, Staples (Vegetables) Limited, with site electricity via an anaerobic digester plant at both the Wrangle and Sibsey processing sites. The plant is run on out-of-specification vegetables and maize silage. The companies are self-sufficient in generating their own electricity. |
| High standards of business conduct |
| The directors operate the business in a responsible manner, with regard to maintaining high standards of business conduct, reputation and governance that is expected given the size of the company. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| FINANCIAL INSTRUMENTS, RISKS AND THEIR MANAGEMENT |
| The company's principal financial instruments comprise trade debtors, bank account, trade creditors and finance agreements. The main purpose of these instruments is to finance the operations of the company. |
| Trade debtors are mainly with the associated company Staples (Vegetables) Limited. Trade debtors are managed for credit and cash flow risk by establishing credit limits and regular monitoring of amounts outstanding for age and limits. Trade debtors included in the balance sheet are net of allowances for bad or doubtful debts. |
| Bank liquidity risk is managed by real-time record keeping to ensure limits are not exceeded. |
| Trade creditors liquidity risk is managed through the use of the financial instruments to ensure there are sufficient funds available to meet amounts falling due. |
| The company uses finance agreements to fund large fixed asset acquisition. The liquidity risk in respect of these agreements is managed by ensuring that there are sufficient funds available to meet the repayments when due. |
| The directors consider that adequate finance is in place to take advantage of any business opportunities that may arise and consider that the company is in a strong position with regard to market share. |
| FUTURE DEVELOPMENTS |
| The company will continue with its successful on-going strategy of investment in the most innovative and leading-edge farming techniques and machinery. |
| . |
| ON BEHALF OF THE BOARD: |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| The directors present their report with the financial statements of the company for the year ended 5 April 2026. |
| DIVIDENDS |
| On 10 October 2025 the company transferred land and buildings to the parent company, S Farms Limited, via a distribution in specie. |
| The total value of the distribution, based on the book value of the assets transferred, was £1,905,401. |
| No other dividends were voted in the year. |
| 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 |
| The directors set out in the table below have held office during the whole of the period from 6 April 2025 to the date of this report unless otherwise stated. |
| Other changes in directors holding office are as follows: |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| The directors shown below were in office at 5 April 2026 but did not hold any interest in the 'A' Ordinary shares of £1 each at 6 April 2025 (or date of appointment if later) or 5 April 2026. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| Introduction |
| Staples Brothers Limited and Staples (Vegetables) Limited are associated companies and are the trading operations of a Lincolnshire farming and fresh produce business known as Staples Vegetables. The two companies farm, pack and distribute as a single operation and this report is presented as a combined disclosure appearing in each set of accounts. |
| Commitment to achieving Net Zero |
| Staples Brothers Limited and Staples (Vegetables) Limited are committed to achieving Net Zero emissions by 2050. |
| The two companies farm some 24,000 acres, of which 9,585 hectares were cropped during the year. They operate two anaerobic digestion plants which generated 55,907,319 kilowatt hours during the year, seventeen times the electricity purchased. |
| Reporting Boundary and Methodology |
| The boundary is drawn on the operational control approach and covers every facility and activity under the operational control of both companies within the United Kingdom, being twenty one electricity supplies across nineteen locations. Because the two companies operate as one business and the energy records are held at group level, a single combined disclosure is presented in each set of accounts. |
| Emissions have been calculated in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and using the United Kingdom Government greenhouse gas conversion factors for company reporting 2025. Land based emissions apply IPCC Tier 1 methodology. Energy is expressed on a gross calorific value basis. Scope 2 is reported on the location based method; no site holds a renewable tariff and no certificates are held, so no market based figure arises |
| Baseline Emissions Footprint |
| Baseline emissions are a record of the greenhouse gases that have been produced in the past and were produced prior to the introduction of any strategies to reduce emissions. Baseline emissions are the reference point against which emissions reduction can be measured. |
| Baseline year: 2025-26 |
| Additional details relating to the baseline emissions calculations: |
| 2025-26 is the first year assessed from activity data rather than summary totals, and the first in which refrigerants, biogas combustion, both compressed natural gas streams, land based emissions and business travel are separately quantified. Earlier disclosures (within consolidated group accounts) rested on a narrower measurement basis and are not comparable, so they are not carried as comparatives. |
| Emissions | Total (tCO2e) |
| Scope 1 | 27,193.791 |
| Scope 2 (Location based) | 572.294 |
| Scope 3 (Included Sources) | 4,225.873 |
| Total Emissions | 31,991.958 |
| The total is built on the location based Scope 2 figure, no market based figure being applicable. Scope 3 (Included Sources) covers two categories. Category 3, fuel and energy related activities, and category 6, business travel in vehicles owned by employees. Category 6 is the element required to be disclosed; category 3 is reported voluntarily. |
| Biogenic carbon dioxide of 26,033.443 tonnes arising from the combustion of biogas, and indirect nitrous oxide of 3,738.417 tCO2e arising beyond the farm boundary, are disclosed separately and form no part of any total. Of the biogenic carbon dioxide, 4,935.31 tonnes is captured and sold as a food grade product. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| Current Emissions Reporting |
| Reporting year: 2025-26 being 01 April 2025 to 31 March 2026 |
| Emissions | Total (tCO2e) |
| Scope 1 | 27,193.791 |
| Scope 2 (location based) | 572.294 |
| Scope 3 (Included Sources) | 4,225.873 |
| Total Emissions | 31,991.958 |
| The reporting year is also the baseline year, this being the first inventory prepared on this basis. |
| Energy and intensity | 2025-26 |
| Total energy use (kWh) | 205,014,466 |
| Scope 1 energy use (kWh) | 201,755,720 |
| Scope 2 energy use (kWh) | 3,223,302 |
| Scope 3 energy use (kWh) | 25,444 |
| tCO2e per full time employee | 31.99 |
| tCO2e per £100,000 of turnover | 16.83 |
| Emissions Reduction Targets |
| In order to continue our progress to achieving Net Zero, we have adopted the following carbon reduction targets. We project that carbon emissions will decrease over the next twenty four years to net zero by 2050, against a baseline of 31,991.958 tCO2e recorded for 2025-26. This requires a reduction of between ten and fifteen per cent each year, and between 92 and 98 per cent in total, with any residual balance neutralised through permanent removals. |
| By 2030 the target is a reduction of 34 to 48 per cent, giving 16,695 to 20,995 tC02e. By 2035 the target is 61 to 77 per cent, giving 7,408 to 12,392. By 2040 the target is 77 to 90 per cent, giving 3,286 to 7,317. |
| The baseline exceeds earlier disclosures because several sources previously not quantified, being land based emissions, refrigerants and business travel, are now fully measured. That rise reflects wider measurement coverage rather than higher activity, and the baseline is held fixed at 2025-26. These targets will be revisited once the remaining Scope 3 categories are assessed, at which point the baseline will be restated and the trajectory recalculated against it. |
| Carbon Reduction Projects |
| Completed carbon reduction initiatives |
| The first anaerobic digestion plant at Wrangle was commissioned in 2010 and opened in 2011 as the first such project funded through the Government's Environmental Transformation Fund to become operational. A second plant of similar size followed at Sibsey. Together they generated 55,907,319 kilowatt hours during the year and exported 27,179,612 to the grid, against purchases of 3,233,302. Had the grid supplied the same electricity, it would have carried approximately 9,896 tCO2e. |
| The anaerobic digestion plants also produce biomethane, of which 356,663 kilogrammes fuelled the group's own heavy goods vehicles during the year, displacing roughly two and a half million litres of diesel. Food grade carbon dioxide is captured at the upgraders rather than vented, 4,935.31 tonnes being separated and sold as a product. |
| Crop trimmings return to the digesters as feedstock, and the residue and liquid digestate return to the land as fertiliser, displacing synthetic nitrogen. Wastewater is recovered, filtered and returned to the production process. The business farms to the LEAF Marque standard and holds Red Tractor certification. |
| Four electric road vehicles were recorded in the year to 31 March 2025; sixty-nine of two hundred and thirty-six are now electric, including forty-nine minibuses, together with sixty five of seventy-two forklift trucks. All charge on site. Real time driver monitoring operates across the heavy goods fleet, larger trailers have reduced vehicle movements, and maintenance is delivered in house under DVSA Earned Recognition. A 339 kilowatt solar array at Sycamore House generates electricity consumed entirely on site. |
| In the future we hope to implement further measures such as |
| Recording fuel consumption by machine rather than by delivery to tank, so that the least efficient agricultural machines can be identified. |
| Precision nitrogen application, soil testing and further substitution of digestate for synthetic fertiliser. |
| Reviewing the commercial position on the green gas and renewable transport fuel certificates associated with the compressed natural gas used in the heavy goods fleet, the retention of which would reduce the fleet figure by approximately 917 tCO2e. |
| Leak detection and the specification of lower global warming potential refrigerants as cold storage equipment is renewed. |
| Continued electrification of the road fleet, and of agricultural machinery as suitable equipment becomes commercially available. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| Directors Declaration and Approval |
| This energy and carbon disclosure has been completed in accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, and the associated Environmental Reporting Guidelines issued by the Department for Environment, Food and Rural Affairs. |
| Emissions have been reported and recorded in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and use the United Kingdom Government greenhouse gas conversion factors for company reporting for the year concerned. |
| Scope 1 and Scope 2 emissions, United Kingdom energy use and the emissions intensity ratios have been reported in accordance with the requirements of Streamlined Energy and Carbon Reporting, together with business travel in rental cars or vehicles owned by employees where the company is responsible for purchasing the fuel, being the element of Scope 3 the Regulations require. Any further Scope 3 categories shown in this report have been reported voluntarily in accordance with the Corporate Value Chain (Scope 3) Standard, and are not a requirement of the Regulations. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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, Dexter & Sharpe Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| STAPLES BROTHERS LIMITED |
| Opinion |
| We have audited the financial statements of Staples Brothers Limited (the 'company') for the year ended 5 April 2026 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, 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 5 April 2026 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 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. |
| 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| STAPLES BROTHERS LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page eight, 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 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| - we have enquired of those charged with governance around actual and potential litigation and claims. |
| - we have reviewed financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
| - we have enquired of staff engaged in the completion of VAT, tax and compliance work to identify any instances of non compliance with laws and regulations. |
| - we have audited the risk of management override of controls including review of journal entries and large or unusual transactions, evaluating the business rationale of any significant transactions outside the course of business. |
| 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 Report of the Auditors. |
| for and on behalf of |
| (Statutory Auditor) |
| Rollestone House |
| Bridge Street |
| Horncastle |
| Lincolnshire |
| LN9 5HZ |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 2026 | 2025 |
| as restated |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 19,886,099 | 23,246,456 |
| Other operating income |
| OPERATING PROFIT | 3 |
| Interest receivable and similar income |
| 21,759,633 | 24,157,964 |
| Interest payable and similar expenses | 4 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 5 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 2026 | 2025 |
| as restated |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| STATEMENT OF FINANCIAL POSITION |
| 5 APRIL 2026 |
| 2026 | 2025 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 |
| Tangible assets | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Stocks | 11 |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 14 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 18 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Retained earnings | 20 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 6 April 2024 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 5 April 2025 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 5 April 2026 |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 2026 | 2025 |
| as restated |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Interest received |
| Net cash from investing activities | ( |
) |
| Cash flows from financing activities |
| Capital repayments in year | ( |
) | ( |
) |
| Amount introduced by directors | 45 | - |
| Amount withdrawn by directors | (1,991 | ) | (45 | ) |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | 20,317,835 | (15,287,387 | ) |
| Cash and cash equivalents at beginning of year | 2 | (17,558,028 | ) | (2,270,641 | ) |
| Effect of foreign exchange rate changes | 1,379 | - |
| Cash and cash equivalents at end of year | 2 | 2,761,186 | ( |
) |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| (Profit)/loss on disposal of fixed assets | ( |
) |
| Gain on foreign exchange | (1,379 | ) | - |
| Finance costs | 636,864 | 356,380 |
| Finance income | - | (55,901 | ) |
| 28,004,451 | 28,965,330 |
| Increase in stocks | ( |
) | ( |
) |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Increase in trade and other creditors |
| 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 5 April 2026 |
| 5.4.26 | 6.4.25 |
| £ | £ |
| Cash and cash equivalents | 2,761,186 | 29,169 |
| Bank overdrafts | ( |
) |
| 2,761,186 | (17,558,028 | ) |
| Year ended 5 April 2025 |
| 5.4.25 | 6.4.24 |
| as restated |
| £ | £ |
| Cash and cash equivalents | 29,169 | 92,477 |
| Bank overdrafts | ( |
) | ( |
) |
| (17,558,028 | ) | (2,270,641 | ) |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| Other |
| non-cash |
| At 6.4.25 | Cash flow | changes | At 5.4.26 |
| £ | £ | £ | £ |
| Net cash |
| Cash at bank | 29,169 | 2,732,017 | - | 2,761,186 |
| Bank overdrafts | (17,587,197 | ) | 17,587,197 | - | - |
| (17,558,028 | ) | 20,319,214 | - | 2,761,186 |
| Debt |
| Finance leases | (2,703,019 | ) | 4,120,623 | (13,627,674 | ) | (12,210,070 | ) |
| (2,703,019 | ) | 4,120,623 | (13,627,674 | ) | (12,210,070 | ) |
| Total | (20,261,047 | ) | 24,439,837 | (13,627,674 | ) | (9,448,884 | ) |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 1. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Significant judgements and estimates |
| The preparation of the financial statements requires the directors 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 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. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Freehold property | - |
| Farm fixtures | - |
| Plant and machinery | - |
| Motor vehicles and trailers | - |
| Tractors and harvesters | - |
| Government grants |
| Grants receivable in respect of tangible fixed assets are treated as deferred income which is credited to the profit and loss account over the estimated economic lives of the related assets. Grants receivable in respect of profit and loss expenditure are credited to the expenditure heading concerned in the year of receipt. |
| Valuation and other stocks |
| The valuation of farm stock and tenantright was carried out by independent valuers Martin Wright Surveyors Limited, The Orchard Rooms, Frith Bank, Boston and is in accordance with FRS 102. |
| All other stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Financial instruments |
| Financial instruments are recognised on the balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Basic financial assets, including debtors and creditors with no stated interest rate, and debtors and creditors within one year, are recorded at the transaction price. Financial assets, other than those held at fair value, are assessed for indicators of impairment at each reporting end date. Any losses arising from impairment are recognised in the income statement. |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
| Trade creditors, recognised at the transaction price, are obligations to pay for goods and 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. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 1. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| 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. |
| Biological assets |
| Biological assets are recognised only when three recognition criteria have been fulfilled: |
| - the entity has control over the asset as a result of past events; |
| - it is probable that future economic benefits associated with the asset will flow to the entity; and |
| - the fair value or cost of the asset can be measured reliably |
| In respect of agricultural produce harvested from a biological asset, this is measured at the point of harvest at either; |
| - lower of cost and estimated selling price less costs to complete and sell; or |
| - fair value less costs to sell with any gain or loss arising on initial recognition of agricultural produce at fair value less costs to sell being included in profit or loss |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets and depreciated over the shorter of the lease term and their useful lives. Finance leases are those where substantially all 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 the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. |
| 2. | EMPLOYEES AND DIRECTORS |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Wages and salaries |
| Social security costs |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 2. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2026 | 2025 |
| as restated |
| Directors |
| Included in Contract work and plant hire are staff costs of £4,789,922 (2025 - £3,904,909) which have been recharged from the associated company Staples (Vegetables) Limited per note 23. |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Directors' remuneration |
| Information regarding the highest paid director for the year ended 5 April 2026 is as follows: |
| 2026 |
| £ |
| Emoluments etc |
| 3. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Depreciation of tangible fixed assets |
| - owned by the company | 4,075,834 | 3,641,903 |
| - held under finance leases & hire purchase contracts | 2,359,295 | 1,164,185 |
| Auditors remuneration | 17,930 | 16,280 |
| Auditors remuneration for non audit services | 2,795 | 2,323 |
| Grant release | (36,846 | (45,964 | ) |
| Currency exchange (gain)/loss | (5,210 | (5,719 | ) |
| 4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Bank overdraft interest |
| Bank loan interest |
| Hire purchase interest |
| Corporation tax interest |
| PAYE and VAT interest |
| Interest paid to related |
| parties |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 5. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Under / (Overprovision) in |
| previous year | 1,174,878 | (27 | ) |
| R&D Under/(Overprovision) in |
| previous year | 239,976 | 159,872 |
| Total current tax |
| Deferred tax | ( |
) |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| Adjustments to tax charge in respect of previous periods |
| Grant proceeds on capital items released | (9,212 | ) | (11,491 | ) |
| Mars adjustment | 10,544 | (37,315 | ) |
| (Profit)/loss on disposal of fixed assets | (47,233 | ) | 14,295 |
| Temporary timing differences | (245,388 | ) | 2,922,581 |
| Research and development - tax claim adjustment | (239,975 | ) | (159,872 | ) |
| Total tax charge | 4,471,671 | 6,792,809 |
| 6. | DIVIDENDS |
| A distribution in specie was made to the parent company, S Farms Limited, on 10 October 2025 in respect of land and buildings transferred.The total value of the distribution, based on the book value of the assets transferred, was £1,905,401. |
| There were no other Dividends voted in the year. Dividends of £9,651,043 were voted on the 'A' Ordinary shares for the previous accounting period. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 7. | PRIOR YEAR ADJUSTMENT |
| The financial statements for the prior year (ended 05 April 2025) have been restated due to a correction in the treatment of Research and Development Expenditure Credit (RDEC) received. |
| The net RDEC amounts received in the year ended 05 April 2025 of £479,617 were previously included, as a credit, within the Tax on profit figure on the Income Statement. |
| The correction of the prior year financial statements has restated these RDEC receipts into Other operating income on the Income Statement at the grossed-up figure of £639,489. |
| The Tax on profit figure has increased by £159,872 representing the Corporation Tax charge on the grossed-up RDEC income of £639,489. |
| Profit before taxation increases from £23,162,095 to the restated figure of £23,801,584 as a result of the adjustment. Tax on profit increases by the same amount. There is no adjustment to the Total Comprehensive Income for the year. |
| A further adjustment has been made to the Trading and Profit and Loss Account in respect of closing stock. Previously the opening and closing stock figures have been included within Turnover. |
| The prior year accounts have been adjusted to move the opening and closing stock figures into Cost of Sales. |
| The effect of this change is to reduce Turnover for the year ended 05 April 2025 to £75,222,820 compared with the original figure of £77,561,942. |
| Cost of Sales are also reduced for the year ended 05 April 2026 by the same amount, leaving the Gross Profit figure for the year unchanged. |
| These two prior period adjustments have no impact on the Statement of Financial Position as at 05 April 2025 or on the opening position at the beginning of the year ended 05 April 2026. |
| 8. | INTANGIBLE FIXED ASSETS |
| Entitlements |
| £ |
| COST |
| At 6 April 2025 |
| and 5 April 2026 |
| AMORTISATION |
| At 6 April 2025 |
| Amortisation for year |
| At 5 April 2026 |
| NET BOOK VALUE |
| At 5 April 2026 |
| At 5 April 2025 |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 9. | TANGIBLE FIXED ASSETS |
| Freehold | Farm | Plant and |
| property | fixtures | machinery |
| £ | £ | £ |
| COST |
| At 6 April 2025 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 5 April 2026 |
| DEPRECIATION |
| At 6 April 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 5 April 2026 |
| NET BOOK VALUE |
| At 5 April 2026 |
| At 5 April 2025 |
| Motor |
| vehicles | Tractors |
| and | and |
| trailers | harvesters | Totals |
| £ | £ | £ |
| COST |
| At 6 April 2025 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 5 April 2026 |
| DEPRECIATION |
| At 6 April 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 5 April 2026 |
| NET BOOK VALUE |
| At 5 April 2026 |
| At 5 April 2025 |
| Included in cost of land and buildings is freehold land of £ 3,979,224 (2025 - £ 3,962,694 ) which is not depreciated. |
| The net book value of tangible fixed assets includes £15,109,776 (2025 - £7,462,197) in respect of assets held under hire purchase contracts and finance leases. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 10. | FIXED ASSET INVESTMENTS |
| Unlisted |
| investments |
| £ |
| COST |
| At 6 April 2025 |
| and 5 April 2026 |
| NET BOOK VALUE |
| At 5 April 2026 |
| At 5 April 2025 |
| 11. | STOCKS |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Valuation | 17,015,793 | 15,996,790 |
| Other stocks |
| Biological assets included within the valuation are as follows: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| As at 6 April 2025 | 4,960,512 | 2,720,937 |
| Net movement on cultivations | 201,782 | 2,239,575 |
| As at 5 April 2026 | 5,162,294 | 4,960,512 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Trade debtors |
| Other debtors |
| Corporation tax |
| VAT |
| Prepayments and accrued income |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Bank loans and overdrafts (see note 15) |
| Hire purchase contracts (see note 16) |
| Trade creditors |
| Staples (Vegetables) Limited | - | 45 |
| S Farms Limited | - | 29,497 |
| Directors' current accounts | 5,229 | 7,175 |
| Accruals and deferred income |
| Deferred government grants |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Hire purchase contracts (see note 16) |
| Deferred government grants |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase |
| contracts |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Gross obligations repayable: |
| Within one year |
| Between one and five years |
| Finance charges repayable: |
| Within one year |
| Between one and five years |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| The above non-cancellable operating leases all relate to land rent or contract farm agreements. |
| 17. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Bank overdraft |
| Hire purchase contracts | 12,210,070 | 2,703,019 |
| The hire purchase contracts are secured on the assets concerned. |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 18. | PROVISIONS FOR LIABILITIES |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Deferred tax | 8,145,309 | 8,390,697 |
| Deferred |
| tax |
| £ |
| Balance at 6 April 2025 |
| Provided during year | ( |
) |
| Balance at 5 April 2026 |
| The above provision for deferred taxation is made up of accelerated capital allowances and represents the maximum potential liability. |
| Deferred tax has been calculated at 25%. |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2026 | 2025 |
| value: | as restated |
| £ | £ |
| 'A' Ordinary | £1 | 60,004 | 60,004 |
| 20. | RESERVES |
| Retained |
| earnings |
| £ |
| At 6 April 2025 |
| Profit for the year |
| Dividends | ( |
) |
| At 5 April 2026 |
| 21. | CONTINGENT LIABILITIES |
| On 09 March 2026 Coöperatieve Rabobank U.A. Facility Agent and Security Agent registered a debenture as security for the payment and discharge of all debt owed to the bank in the form of a fixed charge and a floating charge over all the property or undertaking of the company. |
| The previous charges to HSBC UK Bank plc were satisfied in full in February 2026. |
| 22. | CAPITAL COMMITMENTS |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| 23. | RELATED PARTY DISCLOSURES |
| The company was associated with its former parent company, S Farms Limited. No dividends were voted in the year (2025 - 9,651,043) and at the year end there was nothing (2025 - £29,497) owing to S Farms Limited. |
| A distribution in specie was made to S Farms Limited prior to 17 November 2025 in respect of land transferred having a book value of £1,905,401. |
| From 17 November 2025 the company is associated with its parent company, Vectis Bidco Limited, following its acquisition of the company. |
| The company is associated with Staples (Vegetables) Limited - at the year end the amount of £nil (2025 - 45) was owing to Staples (Vegetables) Limited. A summary of the transactions is shown below. |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Sale of produce | 59,920,361 | 62,265,073 |
| Compressed natural gas recharges to Staples (Vegetables) Limited | 60,906 | - |
| Labour costs recharged by Staples (Vegetables) Limited | (4,789,922 | ) | (3,904,909 | ) |
| Haulage costs recharged by Staples (Vegetables) Limited | (963,600 | ) | - |
| Amounts outstanding at the year end were as follows: |
| Balance owed by Staples (Vegetables) Limited | 3,734,598 | 12,761,844 |
| Balance owed to Staples (Vegetables) Limited | (996,319 | ) | (696,929 | ) |
| The Staples 1993 Pension Fund owns land that is farmed by the company. A rent of £157,710 (2025 - £181,845) was paid to the Scheme in respect of land. |
| V Read, a director, is also a director of VER Limited. The crop recharges and purchases from VER Limited are given below.Within the previous year VER Limited loaned Staples Brothers Limited £3,750,000, interest was charged at 1% above base rate, totalling £120,809. At the balance sheet date the amount outstanding was £nil and remains £nil for this year. |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Plants and Seeds recharge | - | 133,145 |
| Contracting recharge | - | 281,687 |
| Crop purchases | - | (756,250 | ) |
| Contract farming agreements | (258,025 | ) | - |
| G Read, a director, is also a director of G-VEG Limited. The recharges and purchases from G-VEG Limited are given below. Within the previous year G-VEG Limited loaned Staples Brothers Limited £4,800,000, interest was charged at 1% above base rate, totalling £163,364. At the balance sheet date the amount owed to G-VEG Limited was £nil and remains at £nil this year. |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Plants and Seeds | - | 127,719 |
| Contracting | - | 158,056 |
| Crop purchases | - | (479,198 | ) |
| Contract farming agreements | (232,847 | ) | - |
| STAPLES BROTHERS LIMITED (REGISTERED NUMBER: 00568996) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 5 APRIL 2026 |
| G Read, a director, is also a director of G & P Read Limited together with his wife. The recharges and purchases from G & P Read Limited are given below. At the balance sheet date the amount owed to G & P Read Limited was £nil (2025 - £nil). |
| 2026 | 2025 |
| as restated |
| £ | £ |
| Plants and Seeds | - | 38,603 |
| Contracting | - | 68,790 |
| Crop purchases | - | (156,060 | ) |
| Contract farming agreements | (62,391 | ) |
| Included within creditors are loans from the following related parties: |
| The loans are repayable on demand. | 2026 | 2025 |
| as restated |
| £ | £ |
| Due within one year: |
| Vernon Read | 976 | 932 |
| George Read | 4,253 | 6,243 |
| 5,229 | 7,175 |
| 24. | POST BALANCE SHEET EVENTS |
| After significant investment in the last two years in an upgrade to the anaerobic digester, the improved plant came online in August 2025 and began to generate extra income. The company has now turned its attention to adding a biogas system at its Sibsey site which will generate even more gas for the company's own use and for sale. Investment is ongoing during the 2026/27 financial year with the expectation that the system will come online around April 2027. |
| 25. | ULTIMATE CONTROLLING PARTY |
| The company is now controlled by Vectis Bidco Limited, a company incorporated in England & Wales, (company number 16775966) following its acquisition of the issued share capital of Staples Brothers Limited on 17 November 2025. The registered office of Vectis Bidco Limited is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT. |
| Prior to 17 November 2025 the company was controlled by S Farms Limited (company number 13179690). |
| The ultimate controlling party is Sprout LP, a limited partnership registered in Canada. |
| 26. | ASSOCIATED COMPANIES |
| The company is associated with Staples (Vegetables) Limited by virtue of both companies having the same parent company. |
| The company was associated with its former parent company, S Farms Limited, up to 17 November 2025. |
| From 17 November 2025 the company is associated with its new parent company, Vectis Bidco Limited. |