ACCOUNTS - Final Accounts


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Registered number: 08239135










TERRADACE HOLDINGS LIMITED










CONSOLIDATED DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2019

 
TERRADACE HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
P Beaumont 
D Price 
J P Beynon 
N Laister 
N Harbury 




Registered number
08239135



Registered office
4th Floor
7/10 Chandos Street

London

W1G 9DQ




Independent auditors
Simmons Gainsford LLP
Chartered Accountants & Statutory Auditors

7-10 Chandos Street

London

W1G 9DQ





 
TERRADACE HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10 - 11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13 - 14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16 - 17
Notes to the Financial Statements
18 - 45


 
TERRADACE HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019

Introduction
 
The directors present their strategic report, which is followed by the directors' report, together with the audited financial statements for the year ended 30 September 2019.

Business review
 
The principal activity is that of a holding company.
The company continues to develop, acquire and invest in a diverse range of global business interests. The overall objectives set in the period were to mitigate risk and deliver enhanced metrics throughout the Group. The current reporting period has seen the business again grow rapidly in turnover, profit, cash generation and the delivery of an enhanced asset base. 
Within the period the Group has made a significant acquisition and has made strategic investments that enhanced the portfolio and will lead to continued improvement in performance both in the medium and long term. All investments and acquisitions that have and will be made, are aligned to the core business strategy and build on the knowledge, skills and talent inherent within the business.
The subsidiaries of the Group in the period are listed in note 16 to the accounts.
Our transparent and fully integrated fresh produce supply model has continued to deliver exceptional insight for our customers and our growers regarding the most effective and efficient route to market. This model aligned with our joint venture packing hub has again seen significant improvements in the service delivery for our customers and grower partners. The level of success of this model is evident in the fact that our joint venture company ISS is now operating at maximum capacity and it is evident the Group will need to invest again to capitalise on the opportunity that this presents. 
The Group companies associated with core agriculture continue to evolve at pace; with significant investments in the UK and planned major joint ventures internationally. We are now seeing the crystallisation of our investment in unique varieties and innovative agricultural systems both conventionally and in protected environments. This area will see significant investment from the Group and will be a key focus of the business over the next few years. The Group has or is in the process of acquiring sites for the development of our core agriculture business to augment our current product portfolio. The business believes it is at the cutting edge of new agricultural technology and given the overall business environment this area presents a very significant opportunity. All the investments in this area are aligned with our goals relating to long term sustainability and minimising environmental impacts. 
The Group continues to build a large selection of resource opportunities to evolve the geological and energy generation group companies. Currently the Group is pursuing a mix of exploitation opportunities for positive cash generation and an industry disruptive exploration model to generate significant asset value. This is in addition to the acquisition of significant acreages of land in the period. Additionally, in the period the Group has proven the scientific efficacy of its energy strategy and will continue to exploit this once the geopolitical position is more certain.
The Group continues to investigate potential acquisitions and joint ventures throughout its portfolio to further accelerate the company’s goals of sustainability, growing asset base and enhanced profit mix.
Whilst risk is ever present in the markets and countries that the Group operates, we undertake continuous analysis of said risk and implement iterative processes to mitigate this. Whilst compiling this report Coronavirus has had no significant impact on the Group’s activities. However, the demand for our services will obviously be dependent on the overall economic environment. The management is closely monitoring the situation and will act accordingly to mitigate any potential impact.
 
Page 1

 
TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2019

The Group has grown significantly in the period and its continued evolution is above the plan set by the board and this rate of growth continues post year end. The Group’s financial position is very robust with excellent backing from the shareholders and financial institutions. We will continue with our considered investment approach underpinned by a very healthy and vibrant group of businesses.
The Group continues to be run by a focused dedicated management team who continue to deliver exceptional performance. We are extremely positive about how the Group is positioned and that the current performance and outlook for the future remains very encouraging.     

Principal risks and uncertainties
 
The Group's financial instruments principally comprise of trade debtors, cash at bank and bank loan facilities, the main purpose of which is to finance the Group's operations. In addition, the Group has various other financial assets and liabilities such as trade creditors arising directly from operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
The main risks arising from the group's financial instruments are interest, liquidity, credit, and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the period.
Interest rate risk
The Group is exposed to cash flow interest rate risk on its floating rate borrowings.  All significant borrowings are in sterling.
Liquidity risk
The Group manages its borrowings requirements to ensure the company has sufficient liquid resources to meet the operating needs of the business.
Credit risk
All debtors are subject to credit verification procedures by the Board. Debtors are reviewed on a regular basis and provisions are made for doubtful debts when necessary.
Foreign exchange risk
The Group is exposed to exchange rate fluctuations particularly where goods are purchased in Euros. This is largely managed through hedging via use of currency forward contracts.
 
Page 2

 
TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2019


Financial key performance indicators
The key performance indicators of the Group are turnover, gross profit, profit before tax and net assets. A brief analysis of these is shown below:

2019
2018
Variance
        £'000
        £'000
        %

Turnover

286,697

209,269

37
 
Gross profit

28,681

19,793

45
 
Profit before tax

18,425

13,085

41
 
Net assets

34,432

24,734

39
 


This report was approved by the board on 27 May 2020 and signed on its behalf.





P Beaumont
Director

Page 3

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019

The directors present their report and the financial statements for the year ended 30 September 2019.

Directors

The directors who served during the year were:

P Beaumont 
D Price 
J P Beynon 
N Laister 
N Harbury 

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £14,921,912 (2018 - £10,586,998).

The directors proposed and paid a dividend of £5,415,745 (2018 - £3,657,527) during the year.
The directors have highlighted in the strategic report on pages 1 - 3, a review of the current year results, future outlook expectations, risks and key performance indicators for the company.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.




Page 4

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2019

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSimmons Gainsford LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 27 May 2020 and signed on its behalf.
 





P Beaumont
Director

Page 5

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Terradace Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2019, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 30 September 2019 and of the Group's 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 Group 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


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.



Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report 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.
 
Page 6

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)




In connection with our audit of the financial statementsour 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Group Strategic Report and the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


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

the parent Company 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement on page 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)


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.


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.


Use of our report
 

This report is made solely to the Company's members in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 for our audit work, for this report, or for the opinions we have formed.





Daryush Farshchi-Heidari (FCA) (Senior Statutory Auditor)
for and on behalf of
Simmons Gainsford LLP
Chartered Accountants
Statutory Auditors
7-10 Chandos Street
London
W1G 9DQ

27 May 2020
Page 8

 
TERRADACE HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2019


2019
2018
Note
£
£

  

Turnover
 4 
286,697,252
209,269,399

Cost of sales
  
(258,016,655)
(189,476,554)

Gross profit
  
28,680,597
19,792,845

Administrative expenses
  
(11,740,311)
(7,868,405)

Other operating income
 5 
646,401
574,056

Operating profit
 6 
17,586,687
12,498,496

Income from participating interests
  
742,296
478,072

Income from fixed assets investments
 10 
478
-

Interest receivable and similar income
 11 
139,036
132,368

Interest payable and expenses
 12 
(43,992)
(23,469)

Profit before taxation
  
18,424,505
13,085,467

Tax on profit
 13 
(3,989,282)
(2,588,609)

Profit for the year
  
14,435,223
10,496,858

  

Foreign exchange on retranslation of subsidiary
  
(199,265)
(5,579)

Other comprehensive income for the year
  
(199,265)
(5,579)

  

Total comprehensive income for the year
  
14,235,958
10,491,279

Profit for the year attributable to:
  

Non-controlling interests
  
(486,689)
(90,140)

Owners of the parent Company
  
14,921,912
10,586,998

  
14,435,223
10,496,858

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(541,387)
(91,928)

Owners of the parent Company
  
14,777,345
10,583,207

  
14,235,958
10,491,279

The notes on pages 18 to 45 form part of these financial statements.

Page 9

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2019

2019
2018
Note
£
£

Fixed assets
  

Intangible assets
 14 
12,108,214
8,574,287

Tangible assets
 15 
7,115,044
5,607,537

Investments
 16 
3,575,821
1,133,726

  
22,799,079
15,315,550

Current assets
  

Stocks
 17 
1,876,751
707,404

Debtors: amounts falling due within one year
 18 
25,228,762
20,540,107

Cash at bank and in hand
  
17,319,735
10,819,348

  
44,425,248
32,066,859

Creditors: amounts falling due within one year
 19 
(28,732,020)
(21,748,122)

Net current assets
  
 
 
15,693,228
 
 
10,318,737

Total assets less current liabilities
  
38,492,307
25,634,287

Creditors: amounts falling due after more than one year
 20 
(3,881,154)
(860,021)

Provisions for liabilities
  

Deferred taxation
 22 
(178,737)
(40,238)

  
 
 
(178,737)
 
 
(40,238)

Net assets
  
34,432,416
24,734,028


Capital and reserves
  

Called up share capital 
 23 
11,383
11,383

Share premium account
  
8,504,982
8,504,982

Foreign exchange reserve
  
(153,211)
(8,644)

Profit and loss account
  
25,700,054
16,193,887

Equity attributable to owners of the parent Company
  
34,063,208
24,701,608

Non-controlling interests
  
369,208
32,420

  
34,432,416
24,734,028


Page 10

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2019

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2020.




P Beaumont
Director

The notes on pages 18 to 45 form part of these financial statements.

Page 11

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2019

2019
2018
Note
£
£

Fixed assets
  

Tangible assets
 15 
1,437,749
1,635,746

Investments
 16 
15,670,523
13,820,466

  
17,108,272
15,456,212

Current assets
  

Debtors: amounts falling due within one year
 18 
17,088,163
8,115,513

Cash at bank and in hand
  
479,631
1,445,114

  
17,567,794
9,560,627

Creditors: amounts falling due within one year
 19 
(7,670,275)
(4,493,405)

Net current assets
  
 
 
9,897,519
 
 
5,067,222

  

  

Net assets
  
27,005,791
20,523,434


Capital and reserves
  

Called up share capital 
 23 
11,383
11,383

Share premium account
  
8,504,982
8,504,982

Profit and loss account
  
18,489,426
12,007,069

Shareholders' funds
  
27,005,791
20,523,434


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £11,898,102 (2018 - £7,692,525).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2020.


P Beaumont
Director

The notes on pages 18 to 45 form part of these financial statements.

Page 12

 

 
TERRADACE HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2019



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 October 2018
11,383
8,504,982
(8,644)
16,193,887
24,701,608
32,420
24,734,028



Comprehensive income for the year


Profit/ (loss) for the year
-
-
-
14,921,912
14,921,912
(486,689)
14,435,223


Foreign exchange on retranslation of subsidiary
-
-
(144,567)
-
(144,567)
(54,698)
(199,265)

Total comprehensive income for the year
-
-
(144,567)
14,921,912
14,777,345
(541,387)
14,235,958


Dividends: Equity capital
-
-
-
(5,415,745)
(5,415,745)
-
(5,415,745)


Non-controlling interest on acquisition of subsidiary
-
-
-
-
-
878,175
878,175



At 30 September 2019
11,383
8,504,982
(153,211)
25,700,054
34,063,208
369,208
34,432,416



The notes on pages 18 to 45 form part of these financial statements.

Page 13

 

 
TERRADACE HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2018



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 October 2017
11,383
8,504,982
(4,853)
9,264,416
17,775,928
62,022
17,837,950



Comprehensive income for the year


Profit for the year
-
-
-
10,586,998
10,586,998
(90,140)
10,496,858


Foreign exchange on retranslation of subsidiary
-
-
(3,791)
-
(3,791)
(1,788)
(5,579)

Total comprehensive income for the year
-
-
(3,791)
10,586,998
10,583,207
(91,928)
10,491,279


Dividends: Equity capital
-
-
-
(3,657,527)
(3,657,527)
-
(3,657,527)


Non-controlling interest on acquisition of subsidiary
-
-
-
-
-
62,326
62,326



At 30 September 2018
11,383
8,504,982
(8,644)
16,193,887
24,701,608
32,420
24,734,028



The notes on pages 18 to 45 form part of these financial statements.

Page 14

 
TERRADACE HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2019


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2018
11,383
8,504,982
12,007,069
20,523,434


Comprehensive income for the year

Profit for the year
-
-
11,898,102
11,898,102


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(5,415,745)
(5,415,745)


At 30 September 2019
11,383
8,504,982
18,489,426
27,005,791



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2018


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2017
11,383
8,504,982
7,972,071
16,488,436


Comprehensive income for the year

Profit for the year
-
-
7,692,525
7,692,525


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(3,657,527)
(3,657,527)


At 30 September 2018
11,383
8,504,982
12,007,069
20,523,434


The notes on pages 18 to 45 form part of these financial statements.

Page 15

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2019
2018
£
£

Cash flows from operating activities

Profit for the financial year
14,435,223
10,496,858

Adjustments for:

Amortisation of intangible assets
981,980
594,117

Depreciation of tangible assets
649,803
546,226

Loss on disposal of tangible assets
51,574
122,396

Interest received
(139,036)
(132,368)

Taxation charge
3,989,282
2,588,609

(Increase)/decrease in stocks
(634,889)
755,559

(Increase) in debtors
(564,799)
(5,230,539)

Decrease/(increase) in amounts owed by joint ventures
461,292
(1,832)

Increase in creditors
2,016,287
2,033,792

Corporation tax (paid)
(3,918,234)
(2,481,965)

Income from participating interest
(742,296)
(478,072)

Net effect of foreign exchange differences
(199,265)
(5,579)

Interest paid
43,992
23,469

Dividends received
(478)
-

Net cash generated from operating activities

16,430,436
8,830,671

Cash flows from investing activities

Purchase of tangible fixed assets
(1,679,928)
(2,385,380)

Sale of tangible fixed assets
331,756
-

Purchase of listed investments
(1,849,957)
-

Interest received
139,036
132,368

Cash on acquisition of subsidiary
1,842,836
42,627

Purchase of subsidiary
(4,910,444)
-

Dividends received
478
-

Purchase of fixed asset investments
-
(160,268)

Net cash used in investing activities

(6,126,223)
(2,370,653)

 
 
Cash flows from financing activities

New secured loans
1,800,000
-

Repayment of loans
(144,089)
(41,076)

Dividends paid
(5,415,745)
(3,657,527)

Interest paid
(43,992)
(23,469)

Net cash used in financing activities
(3,803,826)
(3,722,072)
Page 16

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2019


2019
2018

£
£


Net increase in cash and cash equivalents
6,500,387
2,737,946

Cash and cash equivalents at beginning of year
10,819,348
8,081,402

Cash and cash equivalents at the end of year
17,319,735
10,819,348


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
17,319,735
10,819,348


The notes on pages 18 to 45 form part of these financial statements.

Page 17

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

1.


General information

The company is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is 4th Floor, 7/10 Chandos Street, London, W1G 9DQ. The principal trading address is 12 Calico House, Plantation Wharf, London SW11 3TN.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Company and the parent Company would be identical;
No Statement of Cash Flows has been presented for the parent Company;
Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Company as a whole; and
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Group as a whole.

The following principal accounting policies have been applied:

Page 18

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2014.

 
2.3

Joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.4

Revenue

Sale of goods
Turnover from the sale of goods is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised when goods have been dispatched.

Page 19

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.5

Intangible assets

Intangible assets
Intangible assets, other than goodwill, are stated at historical cost less accumulated amortisation and any accumulated impairment losses.
Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is measured at fair value at the date of acquisition and is recognised separately from goodwill if the asset is separable or arises from contractual or other legal rights.
All intangible assets are amortised on a straight line basis to Administrative expenses in the Consolidated Statement of Comprehensive Income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The expected useful lives of assets are reviewed on an annual basis and, if necessary, changes in useful lives are accounted for prospectively.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to Administrative expenses in the Consolidated Statement of Comprehensive Income over its useful economic life.
Gas & Oil rights
Gas & Oil rights include expenditure on the exploration for and evaluation of oil. Amortisation is provided on a straight line basis over their useful economic life following start of exploration. 
Exploration licence costs are capitalised within intangible assets and are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount.

 
2.6

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 20

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Freehold property
-
50 years
Short-term leasehold property
-
8 or 10 years
Plant and machinery
-
5 years
Fixtures and fittings
-
10 years or 15% reducing balance
Computer equipment
-
1 to 3 years
Growing stock
-
15% 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.
Depreciation is only provided on Growing stock once they are bearing fruit suitable for commercial purposes.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each Balance Sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.8

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 first in, first outbasis. 

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.

 
2.9

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 21

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.10

Financial instruments

The Group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, finance leases, and loans from related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts debtors and creditors, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are creditors or debtors within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities and equity instruments are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities, including trade and other payables, bank loans, loans from fellow group companies, are initially measured at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate method.
A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Page 22

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.12

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income 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.

 
2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 23

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.14

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income 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.

 
2.15

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

The group contributes to personal pension schemes of certain directors and employees and the pension charge represents the amounts payable by the group during the year.

 
2.16

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.17

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 24

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

  
2.20
Forward contracts

The group uses derivative financial instruments, in particular forward currency contracts, to manage the financial risks associated with the group's activities and the financing of those activities. The group does not undertake any trading activities in financial instruments. 
Forward exchange contracts are used to hedge foreign exchange exposures arising on forecast payments in foreign currencies. At maturity or when a contract ceases to be a hedge, gains and losses are taken to the profit and loss account.
At each period end forward foreign exchange contracts are fair valued by comparing the position of the contract to the mark-to-market value. All material gains or losses are taken to the profit and loss account.

  
2.21

Employee benefit trust

In accordance with FRS 102 S9.33, assets and liabilities held by the EBT are consolidated within the accounts of the company. Any assets held by the EBT cease to be recognised on the company balance sheet when the assets vest unconditionally to identified beneficiaries. 

Page 25

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

2.Accounting policies (continued)

 
2.22

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. 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.
The directors consider there to be no significant areas of judgments or key sources of estimation uncertainty.


4.


Turnover

The total turnover of the Group for the year has been derived from the sale of goods as per its principal activity.

All turnover arose within the United Kingdom.


5.


Other operating income

2019
2018
£
£

Fees receivable
306,488
268,339

Net rents receivable
339,913
305,717

646,401
574,056


Page 26

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

6.


Operating profit

The operating profit is stated after charging/(crediting):

2019
2018
£
£

Depreciation of tangible fixed assets
649,803
546,226

Amortisation of intangible assets, including goodwill
981,980
594,117

Exchange differences
56,708
44,692

Other operating lease rentals
246,706
173,662


7.


Auditors' remuneration

2019
2018
£
£


Fees payable to the Group's auditor for the audit of the Group's annual financial statements
5,000
5,000


Fees payable to the Group's auditor in respect of:


The auditing of accounts of associates of the company
87,000
58,000

Taxation compliance services
18,000
30,000

All other non-audit services
36,960
4,376

Page 27

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£


Wages and salaries
12,031,181
4,978,777
3,342,801
1,916,328

Social security costs
992,324
594,746
595,995
270,238

Cost of defined contribution scheme
337,256
264,654
30,759
48,552

13,360,761
5,838,177
3,969,555
2,235,118


The average monthly number of employees, including the directors, during the year was as follows:


        2019
        2018
            No.
            No.







Production and Distribution
47
42



Office and Management
50
18

97
60


9.


Directors' remuneration

2019
2018
£
£

Directors' emoluments
3,342,801
1,916,328

Company contributions to defined contribution pension schemes
30,759
48,552

3,373,560
1,964,880


During the year retirement benefits were accruing to 4 directors (2018 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £1,934,314 (2018 - £755,071).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2018 - £21,676).

Page 28

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

10.


Income from investments

2019
2018
£
£



Income from fixed asset investments
478
-





11.


Interest receivable

2019
2018
£
£


Other interest receivable
139,036
132,368


12.


Interest payable and similar expenses

2019
2018
£
£


Bank interest payable
42,968
22,613

Finance leases and hire purchase contracts
1,024
-

Other interest payable
-
856

43,992
23,469


13.


Taxation


2019
2018
£
£

Corporation tax


Current tax on profits for the year
3,891,105
2,592,536

Adjustments in respect of previous periods
(35,579)
(3,927)


Total current tax
3,855,526
2,588,609

Deferred tax


Origination and reversal of timing differences
133,756
-


Taxation on profit on ordinary activities
3,989,282
2,588,609
Page 29

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2018-higher than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:

2019
2018
£
£


Profit on ordinary activities before tax
18,424,505
13,085,467


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
3,500,656
2,486,239

Effects of:


Expenses not deductible for tax purposes
211,757
92,033

Capital allowances for year in excess of depreciation
(52,036)
(13,520)

Adjustments to tax charge in respect of prior periods
(35,579)
(3,927)

Other timing differences leading to an increase in taxation
133,756
-

Other differences leading to an increase in the tax charge
230,728
27,784

3,989,282
2,588,609


Factors that may affect future tax charges

The Finance Act 2016 announced that the proposed reduction in the main corporation tax rate from 2020 would be 17%. However, the government has indicated that this reduction will not occur although the necessary legislation has yet to be enacted.

Page 30

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

14.


Intangible assets

Group





Oil & gas rights
Goodwill
Total

£
£
£



Cost


At 1 October 2018
705,591
11,334,376
12,039,967


Additions
-
4,975,918
4,975,918


Disposals
(528,616)
-
(528,616)


Acquisition of subsidiary
-
1,134,618
1,134,618


Foreign exchange movement
12,470
-
12,470



At 30 September 2019

189,445
17,444,912
17,634,357



Amortisation


At 1 October 2018
-
3,465,680
3,465,680


Charge for the year
-
981,980
981,980


Acquisition of subsidiary
-
1,078,483
1,078,483



At 30 September 2019

-
5,526,143
5,526,143



Net book value



At 30 September 2019
189,445
11,918,769
12,108,214



At 30 September 2018
705,591
7,868,696
8,574,287

Page 31

 


 
TERRADACE HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019


15.


Tangible fixed assets


Group







Freehold property
Long-term leasehold property
Short-term leasehold property
Plant and machinery
Fixtures and fittings
Office equipment
Computer equipment
Growing stock
Total

£
£
£
£
£
£
£
£
£



Cost


At 1 October 2018
2,004,502
-
542,929
2,781,415
432,572
-
608,414
706,427
7,076,259


Additions
-
1,287,694
42,251
705,399
9,282
36,106
181,097
206,567
2,468,396


Acquisition of subsidiary
339,348
-
-
-
5,111
209,214
-
-
553,673


Disposals
(339,348)
-
-
(242,796)
(19,775)
(115,181)
-
(75,813)
(792,913)



At 30 September 2019

2,004,502
1,287,694
585,180
3,244,018
427,190
130,139
789,511
837,181
9,305,415



Depreciation


At 1 October 2018
44,472
-
121,882
662,827
177,778
-
448,265
13,498
1,468,722


Charge for the year on owned assets
18,245
16,864
54,674
332,197
12,841
4,383
163,642
46,957
649,803


Disposals
(48,074)
-
(255)
-
(3,170)
(94,627)
-
(6,253)
(152,379)


Acquisition of subsidiary
48,074
-
-
-
3,170
172,981
-
-
224,225



At 30 September 2019

62,717
16,864
176,301
995,024
190,619
82,737
611,907
54,202
2,190,371
Page 32

 


 
TERRADACE HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

           15.Tangible fixed assets (continued)




Net book value



At 30 September 2019
1,941,785
1,270,830
408,879
2,248,994
236,571
47,402
177,604
782,979
7,115,044



At 30 September 2018
1,960,030
-
421,047
2,118,588
254,794
-
160,149
692,929
5,607,537

Page 33

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

Company






Short-term leasehold property
Plant and machinery
Total

£
£
£

Cost


At 1 October 2018
345,075
1,682,088
2,027,163


Additions
5,331
-
5,331



At 30 September 2019

350,406
1,682,088
2,032,494



Depreciation


At 1 October 2018
62,970
328,447
391,417


Charge for the year on owned assets
34,805
168,523
203,328



At 30 September 2019

97,775
496,970
594,745



Net book value



At 30 September 2019
252,631
1,185,118
1,437,749



At 30 September 2018
282,105
1,353,641
1,635,746






Page 34

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

16.


Fixed asset investments

Group





Listed investments
Unlisted investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 October 2018
-
147,231
1,133,726
1,280,957


Additions
1,849,957
-
-
1,849,957


Share of profit
-
-
592,138
592,138



At 30 September 2019

1,849,957
147,231
1,725,864
3,723,052



Impairment


At 1 October 2018
-
147,231
-
147,231



At 30 September 2019

-
147,231
-
147,231



Net book value



At 30 September 2019
1,849,957
-
1,725,864
3,575,821



At 30 September 2018
-
-
1,133,726
1,133,726

Page 35

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Company





Investments in subsidiary companies
Listed investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 October 2018
13,420,466
-
400,000
13,820,466


Additions
100
1,849,957
-
1,850,057



At 30 September 2019
13,420,566
1,849,957
400,000
15,670,523






Net book value



At 30 September 2019
13,420,566
1,849,957
400,000
15,670,523



At 30 September 2018
13,420,466
-
400,000
13,820,466

Page 36

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

H & B Holdings Limited
Holding company
Ordinary
100%
Direct Produce Supplies Limited (i)
Importer and wholesalers of fruit
Ordinary
100%
Agriculture Investments Limited
Investment company
Ordinary
100%
DPST Limited
Importer and wholesalers of fruit
Ordinary
100%
Geological Investments Limited
Investment company
Ordinary
100%
Agriculture Espana Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Apricot Growers LLP (iii)
Growers and wholesalers of fruit
N/A
51%
Domum Agrum Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Plum Growers Limited ((ii)
Dormant
Ordinary
100%
Integrated Fruit Marketing (PTY)
Marketing of fruit, properties and related activities
Ordinary
87%
Cherry Growers Limited (ii)
Dormant
Ordinary
100%
South Pass UK Limited
Investment company
Ordinary
100%
South Pass Petroleum Inc. (iv)
Oil exploration activities
Ordinary
72%
Berry Farming Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Organic Growers Limited
Growers and wholesalers of fruit
Ordinary
100%
Ethical Fruit Company Limited (v)
Growers and wholesalers of fruit
Ordinary
75%
The Ethical Food Company Limited (vi)
Dormant
Ordinary
75%
Organic Farm Foods Limited (vi)
Dormant
Ordinary
75%

Page 37

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Subsidiary undertakings (continued)

(i) Shares held via H & B Holdings Limited.
(ii) Shares held via Agriculture Investments Limited.
(iii) Agriculture Investments Limited is a designated member of the LLP.
(iv) Shares held via South Pass UK Limited.
(v) Shares held via Organic Growers Limited.
(vi) Shares held via Ethical Fruit Company Limited.

The registered office of South Pass Petroleum Inc. is 1712 Pioneer Ave Ste 340, Cheyenne, US, WY 82001.
The registered office of Integrated Fruit Marketing (PTY) is 103 Wentworth Building, Somerset Links Office Parks, De Beers Road, Somerset West, South Africa, 7130.
The registered office of Organic Growers Limited, Ethical Fruit Company Limited, The Ethical Food Company Limited and Organic Farm Foods Limited is 53 Timothys Bridge Road, Stratford Enterprise Park, Stratford-Upon-Avon, Warwickshire, England, CV37 9BG. 
The registered office of all other subsidiaries is the same as  the parent company.

All subsidiaries have been included in the consolidation.




Joint venture


The following was a joint venture of the Company:


Name

Principal activity

Holding

Integrated Service Solutions Limited
Grading, ripening, packing, storage and warehousing of fruit produce
50%

The accounting reference date for the above company is 31 March. The consolidated results for this company are based on management accounts prepared to 30 September.


17.


Stocks

Group
Group
2019
2018
£
£

Finished goods and goods for resale
1,876,751
707,404

1,876,751
707,404


Stock recognised in cost of sales during the year as an expense was £230,885,071 (2018: £184,766,811).

Page 38

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

18.


Debtors

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£


Trade debtors
20,236,987
16,033,762
10,005
-

Amounts owed by group undertakings
-
-
12,056,675
5,844,099

Amounts owed by joint ventures
199,454
660,746
199,454
648,491

Other debtors
3,527,261
2,586,997
1,440,000
990,000

Prepayments and accrued income
1,265,060
1,258,602
3,382,029
632,923

25,228,762
20,540,107
17,088,163
8,115,513



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Bank loans
484,373
49,594
-
-

Trade creditors
16,432,933
13,243,199
13,157
114,868

Amounts owed to group undertakings
-
-
3,621,851
2,358,893

Amounts owed to joint ventures
1,972,405
2,049,136
33,655
-

Corporation tax
1,911,301
1,297,964
1,141,613
878,861

Other taxation and social security
182,414
126,876
40,375
38,982

Other creditors
929,970
19,728
-
-

Accruals and deferred income
6,818,624
4,961,625
2,819,624
1,101,801

28,732,020
21,748,122
7,670,275
4,493,405


For detail of bank loan and other creditor security, see note 20.

Page 39

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

20.


Creditors: Amounts falling due after more than one year

Group
Group
2019
2018
£
£

Bank loans
2,081,154
860,021

Other creditors
1,800,000
-

3,881,154
860,021


The bank loans are secured against a debenture over the assets of the group and by way of a mortgage over specific assets of the group.
Included in creditors falling due after more than one year is a mortgage loan of £624,354 (2018 - £661,644) repayable after more than five years, with an interest rate per annum of 2% over the Bank of England Base Rate. The mortgage has a term of twenty years and will be repaid by equal monthly installments inclusive of interest over the term.



21.


Financial instruments

Group
Group
2019
2018
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,849,957
-

Financial assets that are debt instruments measured at amortised cost
22,415,740
18,610,939


Financial liabilities

Financial liabilities measured at amortised cost
25,540,488
18,522,809


Financial assets measured at fair value through profit or loss comprise the listed investments.


Financial assets measured at amortised cost comprise trade debtors, joint venture loans repayable on demand and other short term debtors.


Financial liabilities measured at amortised cost comprise bank loans, trade creditors, accruals, joint venture loans repayable on demand and other short term creditors.

Page 40

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

22.


Deferred taxation


Group



2019
2018


£

£






At beginning of year
40,238
40,238


Charged to profit or loss
133,756
-


Arising on business combinations
4,743
-



At end of year
178,737
40,238

The provision for deferred taxation is made up as follows:

Group
Group
2019
2018
£
£

Accelerated capital allowances
178,737
40,238


23.


Share capital

2019
2018
£
£
Allotted, called up and fully paid



1,000,000 (2018 - 1,000,000) Ordinary 'A' shares of £0.01 each
10,000
10,000
75,268 (2018 - 75,268) Ordinary 'B' shares of £0.01 each
753
753
9,000 (2018 - 9,000) Ordinary 'C' shares of £0.01 each
90
90
54,000 (2018 - 54,000) Ordinary 'D' shares of £0.01 each
540
540

11,383

11,383

All shares rank pari passu with each other, apart from Ordinary B and Ordinary C shares have no voting rights and each share class are only entitled to prescribed capital amounts.
The company operates an Enterprise Management Incentive share option scheme for certain directors and employees. The 73,832 shares under option are exercisable upon the sale of the company. There were no transactions in share options during the current or prior year.


Page 41

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

24.


Business combinations







Acquisition of Organic Growers Goup of entities

Terradace Holdings Limited acquired 75% of the voting equity in the Organic Growers Group of entities on 31 January 2019.

Acquirer's share of recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustment
Fair value
£
£
£

Fixed assets
 
 
 


Tangible
247,086
-
247,086

Intangible
42,101
-
42,101

289,187
-
289,187

Current assets


Stocks
400,843
-
400,843

Debtors
2,993,632
-
2,993,632

Cash at bank and in hand
1,382,127
-
1,382,127

Total assets
5,065,789
-
5,065,789

Creditors


Due within one year
(2,427,706)
-
(2,427,706)

Deferred tax on differences between fair value and tax bases
(3,557)
-
(3,557)

Total identifiable net assets
2,634,526
-
2,634,526


Goodwill
4,975,918
Total purchase consideration
7,610,444

Consideration

£


Cash
4,872,848

Deferred consideration
2,700,000

Directly attributable costs
37,596

Total purchase consideration
7,610,444

Page 42

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

24.Business combinations (continued)
Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
4,872,848

Directly attributable costs
37,596

4,910,444


Less: Cash and cash equivalents acquired
(1,842,836)

Net cash outflow on acquisition
3,067,608

The results of Organic Growers Goup of entities since its acquisition are as follows:
Current period since acquisition
£


Turnover

23,327,074



Loss for the period

(488,059)



25.


Contingent liabilities

Group
The group has entered into forward currency contracts amounting to £93,594,835 (2018: £9,009,704) as at the balance sheet.
Company
At the balance sheet date the company had entered into a group bank cross guarantee in respect of loans and overdrafts. At the balance sheet date the total contingent liability attributable to this company amounted to £872,325 (2018 - £909,615).

Page 43

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

26.


Commitments under operating leases

At 30 September 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:


Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Not later than 1 year
210,731
154,481
68,187
68,187

Later than 1 year and not later than 5 years
920,000
768,445
340,935
340,935

Later than 5 years
100,085
169,722
19,303
125,256

1,230,816
1,092,648
428,425
534,378

27.


Related party transactions

Group and Company
During the year the Group and Company charged fees of £567,596 (2018 - 519,460) to a joint venture undertaking.
During the year the Company received interest of £54,932 (2018 - £81,340) from a joint venture undertaking.
At the balance sheet date, included in debtors is a balance of £1,440,000 (2018 - £990,000) owed from a material shareholder in the Company. 
Group
During the year the Group made purchases of £27,131,936 (2018 - £21,777,467) from a joint venture undertaking.
The total compensation paid to key management personnel during the year was £3,733,711 (2018 - £2,313,505).
At the balance sheet date loans of £20,083 (2018 - £10,482) are outstanding from directors of the Group. Interest is charged on the loans at a rate of 2.5% per annum.


28.


Employee Benefit Trust

The financial statements incorporate the following assets and liabilities which are owned by the Terradace Employee Benefit Trust (EBT). The EBT is controlled by the company's directors and its assets and liabilities are included in the financial statements as required by FRS 102 S 9.33 as follows:
Investment £1,849,957 (2018 - £nil)
Cash £352,878 (2018 - £1,403,757)

Page 44

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019

29.


Controlling party

The Group considers P Beaumont, a director of the company, to be the ultimate controlling party by virtue of his shareholding in the company in both the current and prior year.
 
Page 45